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In 1985, as part of its dissolution and liquidation, City consummated a transaction pursuant to which it distributed out its assets and liabilities.
While at Am Base, Mantell (a tax attorney) had significant responsibility for Am Base's tax matters. The Assignment of Certain Liabilities From City to Am Base Pursuant to an August 1985 Assignment Agreement, Am Base assumed certain liabilities of City in consideration for City's payment of 8,767,000 and the unwinding of certain debits and credits relating to intercorporate transactions.
Bolden, Wiggin & Dana, LLP, New Haven, CT, Philip Halpern, Collier, Halpern, Newberg, Nolletti & Bock, LLP, White Plains, NY, on the briefs), for Plaintiff-Appellant. Dodyk, Cravath, Swaine & Moore, New York, NY, for Defendants-Appellees. Am Base owned several operating subsidiaries, including the Home Insurance Company, and in the mid 1980s held assets in excess of billion. City's shareholders were the beneficiaries of the Trust and received ownership units in it.S or elsewhere (nor a control affiliate of a company that is publicly traded).The Guidance Update focuses on various scenarios in which compliance with the Qualifying Investment Requirement could be called into question under a literal reading of Rule 203(l)-1.In particular:* * *A complete copy of the Guidance Update can be found on the SEC's Website at The documentation relating to such funds often lacked provisions specifically contemplating this scenario and such funds were therefore placed in a precarious position when they received substantial redemption requests from investors.Funds then had to carefully navigate a path which would be fair to both redeeming and remaining investors whilst staying within the confines of the existing constitutional documentation.