Re: Meeting Confirmation
No sales tax because the underlying asset is an intangible, i.e., an i=terest in Phaidon Global LLC, so an sale of an individual interest is a sa=e of an intangible. Different answer if the undivided interest relat=s to tangible assets (e.g., art).
understood, what do you think of the fix=d price put below purchase price. . and that brad pays for it&=bsp; , he should also pay real interest , and full recourse n=te are you ok with 25% below purchase price
I'm not sure there is any difference between (a) 25% cash plus 75% non=ecourse note and (b) 100% cash and recourse note with put at 75%. Ei=her way, I would prefer more than 25% exposure to buyer.
what do you suggest
Brad W pays 1/3 to 1/2 cash plus nonrecourse note, put after two years=at FMV, put expires after five years. I would rather have no put at =11, but apparently Ressler (all cash) insists on it, so Brad would have it= too.
Frankly, we can dress the transaction up all we want, but I think the IRS w=ll not approve the transaction in any event, on audit they will be skeptic=l and believe that there is an understanding that LDB will take care of &n=sp;the buyers and they will believe that he and his wife want to keep the business (and the facts will show th=t they stayed involved and didn't reduce their time commitment at all) , a=d we will face an ugly choice between settling by giving up 40-60% of the =oss or going to Tax Court, which will result in an embarrassing article in the Wall Street Journal.
if it were publicly traded stock, wash sale rules wo=ld apply, and be clear. even you had every intention of =uying it back after 30 days, would you still be concerned. &nbs=; is there a way that you feel comfortable.
I understand the technical arguments, which are not so bad, but the co=cern comes from the facts that LDB doesn't really want to get out and will=stay involved and he is not dealing with unrelated persons, he is dealing =ith an employee and his brother-in-law, neither of whom really want to own this business, they are doing this only=because LDB asked them to do this. Plus if the business increases in=value and LOB buys it back at FMV, then he will give up some or all of the=tax savings in the repurchase price. So he is taking risk for a benefit that he might not get to keep.
i understand your concern. . however the =greatest likelihood is that this business will continue its downward spira=. leon will also end up writing off the debt . please ke=p in mind that you and I are on the same team. , =- we have not met. . I have great respect for your tax views . &nbs=; do you do many 1040 audits ? =f brad did it all without richard, same view. the time comm=tment that you referenced. did you get that from Leon?
Same view wth or without Richard. I think that time commitment unders=anding came from Brad W, I assume he got it from Leon but I don't know for=sure. If business continues down, then Leon is just getting a timing benef=t (assuming that write-off comes before he dies). How much is that worth?
We are for sure on the same team, everything is based only on what I believ= to be Leon's best interests, please don't take differing views as suggest=ng anything else.
Richard J. Bronstein I Partner
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas I New York, NY 10019-6064
Hi Larry,
Please find the flight details for tomorrow's trip. Tail number is N908JE.
Best,
Jeff
Hi Jane,
Just confirming our meeting scheduled for tomorrow at 3 PM.
Best,
John
Hi Jane,
Just confirming our meeting scheduled for tomorrow at 3 PM.
Best,
John
Hi John,
Thanks for the confirmation. See you then!
Best,
Jane
Hi John,
Thanks for the confirmation. See you then!
Best,
Jane