C12-Chp-07-5D-Disney-Spin-off and Stock for Stock

C12-Chp-07-5D-Disney-Spin-off and Stock for Stock - Page 1...

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98395ee4c30e1adf35fc56fcdab651348cfd8537.doc. Page 1 of 1 (CA-9), U.S. Court of Appeals, 9th Circuit, 92-70082, 8/31/93, 4 F3d 735. Reversing the Tax Court Dec. 47,514 , 97 TC 221 Walt Disney Productions is referred to as "Productions" in this case. Retlaw, a California corporation and a predecessor of appellee Walt Disney Incorporated, was formed by Walter E. Disney before his death. ["Retlaw" is "Walter" spelled backwards.] At all relevant times prior to December 1, 1981, Retlaw's main businesses and assets (exclusive of cash, cash equivalents, and receivables) were the following: (a) the commercial rights to the name "Walt Disney," licensed by Retlaw to Productions for the latter's use in connection with various business ventures; (b) two attractions at Disneyland--the miniature railroad and the monorail system; (c) two television broadcasting stations; (d) a 14,000 acre cattle ranch; and (e) several agricultural properties. Sometime prior to April 9, 1980, in response to inquiries by Productions, Retlaw and Productions opened negotiations for Productions to acquire from Retlaw the "Walt Disney" name and the miniature railroad and monorail (items (a) and (b), or the "Disney assets"). After more than a year of negotiation, Productions and Retlaw entered into a written contract ("Retlaw Acquisition Agreement") dated July 8, 1981, under which Productions , following the divestiture by Retlaw of all of its properties other than the Disney assets (
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