Alfonso Gore was a marketing entrepreneur that was involved with internet marketing very early on (in

fact, he was sometimes fond of saying that he “invented the internet”).  Although his traditional
business was associated with telemarketing and direct mail marketing, he established an internet
marketing division and an e-commerce division in the mid-1990s.  Each of these operated as a wholly
owned subsidiary under his parent corporation
Gore marketing was formed as a domestic C corporation in 2009.  The two subsidiaries, IMC and ISC,
were formed in 2012 and operated as partnerships under the check the box elections.  In 2019, IMC was
growing and needed a capital injection to continue with its growth.  In looking for companies to help
with funding, IMC identified SPAC Inc. SPAC was just concluding a significant investment in another
unrelated business that had not worked out and was sitting on about $6 million in cash, which was
actually less than the SPAC preferred shareholders were entitled to receive should SPAC liquidate.
During negotiations over a business combination involving IMC and SPAC, friction developed between
SPAC’s preferred shareholders and Gordon Gecko, one of IMC’s partners. The other partners urged Mr.
Gecko to withdraw from the business to allow the intended transaction to go forward, but they lacked
the funds to buy out his interest. Negotiations ultimately coalesced around a plan under which a portion
of SPAC’s remaining cash would be used to redeem Mr. Gecko’s interest in IMC and the remainder used
as operating capital for the transferred business.
The Transactions
The transactions in issue were implemented by several agreements, all dated on or as of November 25,
2019, including the Joint Venture Agreement (JVA) among IMC, SPAC, and an acquisition subsidiary
(Target Inc) of SPAC; and a Stock Repurchase Agreement between Target and IMC; and a Unit Purchase
Agreement between IMC and Mr. Gecko.
IMC’s Acquisition of the Transferred Business
IMC’s business assets were delineated in the agreement as the “Acquired Assets”. The term “Acquired
Assets” means
all of the rights, titles and interests in and to all of the assets, properties and rights owned if
used or developed, created or held for use in the operation by the IMC business unit, the