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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.
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Before: WALKER, Chief Judge, and OAKES and MINER, Circuit Judges. Kravitz, Wiggin & Dana LLP, New Haven, CT (Victor A. One of City's wholly-owned subsidiaries was the Home Group, Inc., which changed its name to Am Base in 1989. At the same time, the Trust was formed to, “among other things, assume all of the claims, liabilities, and obligations” of City that were “not otherwise provided for.” The Trust was initially funded with assets having an aggregate estimated value of approximately 0 million.
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.