Countryside Limited Partnership, CLP Holdings, Inc., Tax Matters Partner - Page 55




                                       - 55 -                                         
          business decision in that he hoped it would assure the customer’s           
          purchase of a second note from AIG.28                                       
               Lastly, respondent suggests that a factual issue as to the             
          marketability of the AIG notes is indicated by AIG’s willingness            
          to allow the BP-AIG notes (and, therefore, by implication, the              
          AIG notes) to secure a collateralized bank line of credit.  Here            
          again, the line of credit and the collateral therefor, including            
          the pledge of the BP-AIG notes, were all transactions negotiated            
          between parties operating at arm’s length.  There is no evidence            
          of any prior arrangement between BP and AIG that the BP-AIG notes           
          would be used to secure the line of credit, and, even if there              
          had been, we do not agree that such an arrangement would have               
          justified treating the BP-AIG notes (and, by implication, the AIG           
          notes) as marketable securities.  It is common to use property,             
          including a personal residence, to secure a bank loan or line of            
          credit, but that fact does not lead to the conclusion that such             
          property “is readily convertible into, or exchangeable for, money           
          or marketable securities” within the meaning of section                     
          731(c)(2)(B)(ii).                                                           
                    4.  Conclusion                                                    
               Respondent has failed to satisfy the conditions of Rule                
          121(d) by submitting affidavits or otherwise setting forth facts            
          to show there is a genuine issue of material fact that would cast           
          doubt upon the status of AIG notes as nonmarketable.                        

               28  The e-mail states:  “I realize that they could go                  
          elsewhere for the 2nd note, but I think AIG should get some                 
          points for accommodating the revisions to the previous note.”               





Page:  Previous  48  49  50  51  52  53  54  55  56  57  58  59  60  61  62  Next 

Last modified: March 27, 2008