- 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.”
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