It is undisputed that T received stock directly from AST and that the transaction was structured so that he received no distributions from MSSTA. In Vendig, the Second Circuit held that a similarly situated shareholder was not a transferee.
Additionally, the stock T acquired was not purchased by reference to the stock value of his MSSTA shares, but were instead purchased for a nominal price of 10 cents per share.
In light of the stipulated agreement in this case, in which T agreed that he received property, a portion of which represented partial consideration paid to MSSTA, we must reach the opposite conclusion.