Full opinion text
OPINION & ORDER KATHERINE B. FORREST, District Judge: Before the Court are a number of separate actions (the “Judgment Creditor actions” or “turnover actions”) brought by judgment creditors (“Judgment Creditors”) of the Government of the Islamic Republic of Iran (the “Government of Iran”). The Judgment Creditors seek to enforce their judgments against property owned by defendants the Alavi Foundation (“Alavi” or the “New York Foundation”) and the entity of which it is the managing partner, 650 Fifth Avenue Company (the “650 Fifth Ave. Co.” or the “Partnership”). Plaintiffs assert that both entities are the agencies, instrumentalities, or alter egos of Iran. Each Judgment Creditor action asserts claims under one or both of § 201(a) of the Terrorism Risk Insurance. Act (“TRIA”), 28 U.S.C. § 1610 note, or § 1610(b)(3) of the Foreign Sovereign Immunities Act (“FSIA”), 28 U.S.C. § 1610(b)(3). The actions were coordinated for pre-trial and trial purposes. After lengthy and highly contentious discovery, a trip to the Second Circuit and back, and most recently a bench trial, the matter is now ready for final disposition. ■ For the reasons1 set forth below, the Court concludes that the Judgment Creditors are entitled to a determination in their favor on both claims. I. JURISDICTION There are two separate bases for this Court’s subject matter jurisdiction. All Judgment Creditors assert claims pursuant to TRIA. As the Second - Circuit noted in Kirschenbaum v. 650 Fifth Avenue & Related Properties, § 201(a) of TRIA provides “an independent basis for subject matter jurisdiction over post-judgment execution- and attachment proceedings against property held in the hands of an agency or instrumentality of the terrorist party, even if the agency or instrumentality is not itself named in the judgment.” 830 F.3d 107, 132 (2d Cir. 2016). TRIA § 201(a) “clearly differentiates between the party that is the subject of the underlying judgment itself, which can be any terrorist party (here, Iran), and parties whose blocked assets are subject to execution or attachment, which can include not only the terrorist party but also ‘any agency or instrumentality of that terrorist party.’ ” Id. at 132 (quoting Weinstein v. Islamic Republic of Iran, 609 F.3d 43, 49 (2d Cir. 2010)). FSIA § 1610(b) provides a separate basis for jurisdiction for all Judgment Creditor actions (except those brought by the Greenbaum and Peterson plaintiffs, who did not assert such a claim). In September 2014, this Court granted summary judgment on, inter alia, plaintiffs’ FSIA claims under § 1610(a)(7) and § 1610(g). (ECF No. 1125.) In 2016, the . Second Circuit vacated that decision. Kirschenbaum, 830 F.3d at 122-30. That vacatur left untouched plaintiffs’ FSIA claims pursuant to § 1610(b)(3) — a section under which they had asserted claims but had not moved for summary judgment, and to which the appeal did not relate. This Court’s May 4, 2017 decision addresses this procedural issue in some detail. (ECF No. 1649.) Indeed, while each Judgment Creditor asserting FSIA claims in a complaint had alleged one pursuant to § 1610(b)(3), plaintiffs’ 2013 memorandum in support of summary judgment explicitly stated that the motion was not brought with respect to that provision. (ECF No. 871 at 13 n.13; see also ECF No. 1125 at 44 n.20.) Accordingly, as discussed more fully in this Court’s May 4, 2017 decision, the § 1610(b) claims remain live and are resolved herein. II. PROPERTY AT ISSUE The property at issue includes: 1.The real property at 650 Fifth Avenue in New York, New York in 650 Fifth Ave. Co.’s ñame, which was built in the late 1970s; 2. The New York Foundation’s interest in the 650 Fifth Ave. Co.; 3. The real property at 2313 South Voss Road in Houston, Texas in the New York Foundation’s name, which was acquired in 1988; 4. The real property at 55-11 Queens Boulevard in Queens, New York in the New York Foundation’s name, which was acquired in 199Í and .1997; 5. The real property at 4836 Marconi Avenue in Carmichael, California in the New York Foundation’s name, which was acquired in 1989; 6. The currently undeveloped real property at 4204 and 4300 Aldie Road in Catharpin, Virginia in the New York Foundation’s name, which was acquired in 1990; and 7. The real property at 7917 Montrose Road and 8100 Jeb Stuart Road in Rockville, Maryland in the New York Foundation’s name, which was acquired in 1981 and 1984. In addition, plaintiffs seek to attach and execute on three bank accounts at Sterling National Bank held in the New York Foundation’s name. . Together, the property and bank accounts at issue in this action are referred to as the “Subject Properties.” . III. PLAINTIFFS’CLAIMS A chart setting forth the relevant Judgment Creditors’ claims is attached as Appendix A to this Opinion. Following submission of this chart to the Court by the Judgment Creditors, (ECF No. 1811-1), defendants lodged three objections to the information included: (1) that the Hegna Judgment Creditors, who filed a show-cause order rather than a complaint, have not initiated a civil action against defendants in accordance with the Federal Rules of Civil Procedure; (2) that the Heiser Judgment Creditors have not brought an FSIA § 1610(b) claim; and (3) that because the two Greenbaum Judgment Creditor actions stem from the same underlying complaint, Case No. 09-cv-564 (which Assa Corporation (“Assa Corp.”) removed from state court on January 21, 2009) should be dismissed. (See ECF No. 1831.) The third objection has been resolved. The Greenbaum plaintiffs filed a consent motion to consolidate the two Greenbaum cases on June 21, 2017, thus mooting defendants’ objection. (See ECF No. 1873.) The Court granted the motion on June 22, 2017. (ECF No. 1876.) Regarding the second objection, the Heiser Judgment Creditors responded to defendants’ letter on June 16, 2017, arguing that their complaint refers to FSIA § 1610 generally in several paragraphs, that they have repeatedly asserted FSIA § 1610(b) claims since their action was filed four years ago, and that defendants have repeatedly acknowledged those claims. (ECF No. 1851.) The Court agrees that the Heiser Judgment Creditors have asserted a § 1610(b) claim. The issue regarding the Hegna Judgment Creditors’ action is unique. The Hegna plaintiffs commenced a proceeding by way of an order to show cause on March 27, 2009. That show-cause proceeding — resolved as part of this Opinion & Order — seeks overlapping relief with the other Judgment Creditors and on the same bases. In 2009, there was some initial back and forth before the then-presiding judge, the Honorable Richard J. Holwell, as to whether the Hegnas should be required to file a formal complaint. By order dated April 16, 2009, Judge Holwell concluded a complaint was unnecessary. (ECF No. 15 (“After further review of the Hegna plaintiffs’ submissions, the Court sees no need for a complaint to be filed.... ”).) Notably, the nature of the relief sought in Hegna plaintiffs’ initial and amended orders to show cause parallels that sought by the other Judgment Creditors. (See SCO; SCO Mem., ECF No. 431-18; SCO Aff., ECF No. 431-19; Am. SCO.) The record shows no further discussion or motion practice regarding this issue, and the Hegnas’ order to show cause has remained on the docket unresolved. At all times — and for years — the Hegnas participated actively in the litigation alongside the other Judgment Creditors: They were active in discovery, spoke at many conferences (often raising individual points), appealed various rulings, and participated in the bench trial. In short, while the Federal Rules of Civil Procedure require actions to be commenced with a summons and corn-plaint, it would be manifestly unjust to deny that the Hegnas have a viable claim entitling them to the same relief as the ■other Judgment Creditors (no more, no less). And there is no doubt that the other Judgment Creditors as well as defendants have long been on notice of the Hegnas’ claims. As the relief is ultimately the same for both the TRIA and FSIA § 1610(b) claims, there is no distinction between the relief to which any Judgment Creditor is entitled based on whether such plaintiff alleged one or both claims. IV. PROCEDURAL HISTORY In 2014, the Court granted summary judgment to the Judgment Creditors and ordered the turnover of defendants’ assets. (ECF No. 1125.) Defendants appealed, and, on July 20, 2016, the Second Circuit Court of Appeals reversed and remanded. Kirschenbaum, 830 F.3d at 117, 141-42. Following the Second Circuit’s decision, the issues that remain to be decided are whether the Judgment Creditors are entitled to enforce their unsatisfied judgments against the Subject Properties pursuant to TRIA § 201(a) and FSIA § 1610(b)(3). A. The Trial The Judgment Creditors’ claims were tried to the bench simultaneously with a jury trial in the Government’s civil-forfeiture action that began on May 30, 2017. The evidentiary record closed on June 22, 2017, and closing arguments in these turnover actions were held on June 28, -2017. Pursuant to a number of pre-triql orders, the evidentiary record developed during the jury trial was applicable in toto to the bench proceeding. In addition, both plaintiffs and defendants were provided an allotment of time for examination of witnesses they believed necessary fpr issues specific to the bench trial and were entitled to offer additional evidence. Additional examination of witnesses occurred after a witness’s direct and cross examination had been completed in the forfeiture trial, and at the conclusion of the jury trial day. (See ECF No. 1754.) ■ Both parties conducted additional examination of witnesses, , including: Lisa Pallu-coni, U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”); George Ennis,. Special Agent for the Federal Bureau of Investigations (“FBI”); Gholamreza Rahi, former official of Bank Melli Iran (“Bank Melli”); Dan McWilliams, Supervisor Special Agent with the Internal Revenue Service (“IRS”); Hanieh Safakamal, former employee of the New York Foundation; and Marc Van Driessche, IRS Special Agent. The Judgment Creditors also introduced a number of documents — including stipulations, deposition designations, and other exhibits — in addition to those received during the forfeiture trial. The parties in the turnover actions submitted pre-trial briefs on the relevant legal issues and made additional evidentiary and legal submissions throughout trial. (See Defendants (“Defs.”) Pretrial Statement, ECF No. 1748; Judgment Creditor (“JC”) Pretrial Statement, ECF No. 1749.) The Court informed' the parties early that post-trial submissions would likely be unnecessary and the Court intended to rule promptly, as is often its practice in bench trials. At various points during trial, the Court encouraged the parties to make any additional submissions on legal or factual issues they believed necessary before closing arguments to ensure the Court was aware of their positions. During the course of the trial, the Court sua sponte raised that, while defendants had asserted a number of affirmative defenses in their answers in these actions, such defenses largely had not been addressed in their pretrial statement; the Court invited further submission on any defenses. (Trial Tr. 1986:9-23; ECF No. 1850.) On June 18, 2017, defendants filed a letter stating that they intended to pursue two affirmative defenses to the TRIA actions: an innocent-owner defense, and a statute-of-limitations defense against the claims of th¿ Rubin, Miller, Hegna, Peterson, Acosta, Heiser, Kirschenbaum, and Havlish plaintiffs. (ECF No. 1855.) The Judgment Creditors responded to each of these submissions, (ECF Nos. 1868, 1875), and the Hegna plaintiffs filed their own letter, (ECF No. 1889). Defendants filed an additional submission on June 25, 2017. (ECF No. 1886.) B. • The Jury Trial As stated above, the Government’s civil-forfeiture. jury trial proceeded ' simultaneously with this bench trial. While the evidence overlapped significantly between the trials, the claims at issue were different and the ¿vidence was not identical. The forfeiture trial involved claims that the New York Foundation and the Partnership had violated the International Emergency Economic Powers Act (“IEEPA”), 50 U.S.C. § 1701 et seq., and that they had engaged in various forms of money laundering. In this bench trial, the turnover claims are asserted under entirely separate statutory schemes: FSIA § 1610(b) and TRIA § 201(a). Plaintiffs also seek different relief: attachment and turnover, rather than forfeiture. Defendants have argued that this Court should' await the jury verdict — and give it deference — before rendering its own decision in this case. (ECF No. 1824.) Given the particular circumstances here, there is no legal or prudential reason why deference is required or would even be appropriate. That is so irrespective of the jury verdict. As an initial matter, there is no legal reason why deference is required. In Matthews v. CTI Container Transportation International Inc., plaintiffs’ claims against all defendants except Compania Trasatlán-tica Española, S.A. (“Spanish Lines”) were resolved after trial by a jury, whereas its FSIA claims against Spanish Lines were tried to the bench. 871 F.2d 270, 274-75 (2d Cir. 1989). The resolution of plaintiffs’ claims tried to the jury “differed in significant respects” from the district court’s bench decision. Id. at 274. On appeal, the lack of deference was raised to the jury verdict as a basis for reversal. The Second Circuit disagreed. It held that the district court “was entitled to disregard the jury’s fact-finding in reaching [its] conclusions.” Id. at 280 (favorably citing Moloney v. United States, 354 F.Supp. 480 (S.D.N.Y. 1972)). Here, too, the Court reaches its own determinations regarding findings of fact and conclusions of law. The Government brought its forfeiture action, the Judgment Creditors brought their own separate turnover actions, and the elements of the claims differ. As the Court has explained, in the separate civil-forfeiture action, the Government was required to show that defendants committed,a forfeitable offense under IEEPA or the federal money-laundering statutes. See Kirschenbaum, 830 F.3d at 121. This involved questions of knowledge, as well 'as questions of whether — and what — “proceeds” wére traceable to either an IEEPA violation or a money-laundering transaction. The Court’s jury instructions in that action laid out the necessary findings. By contrast, plaintiffs here were required to show that, inter alia, defendants are an agency or instrumentality of the Government of Iran, or its alter ego. In addition, the evidence in each case, although overlapping, was different. As stated above, the Court heard additional testimony and admitted additional evidence in the Judgment Creditor action. In addition, the fact that this case featured' extensive evidence and was, in certain respects, unusually difficult to follow is another reason that jury deference is not warranted. Each fact-finder may separately weigh the evidence. Challenges included the breadth of the evidence, the number of people and places with multiple names, and the sometimes difficult-to-understand witnesses. In particular, this case had an unusually large number of relevant players whose identities and positions with various organizations were important to understanding the evidence. There were dozens of individuals who had different roles in key events, and there were a number of different entities with names that changed over time; the events in this case spanned more than thirty years. In an attempt to enable the jury to follow the evidence, the Court asked the parties to use a board to display the names of the individuáis being discüssed. While the parties agreed to this suggestion, it was not immediately taken up. Only after further prodding by the Court was a board used — but even then, all that was included on the board was a name with no organizational affiliation. The Court also repeatedly requested that the parties confer on a “players list” to give the jury — similar to that which had been Submitted by the Judgment Creditors in the bench trial— with names of relevant individuals, their affiliations, and the dates of those affiliations, along with supporting evidence’for those facts. (See, e.g., Trial Tr. 2058:17-2059:10 (Hesami-Kiche).) Such a list was only finally available to the jurors during deliberations. This Court’s ability to review the transcript both in real time (with Li-veNote at the bench), as well as at the end of each day, enabled it to focus on the factual issues at hand in the Judgment Creditor actions and to render this decision expeditiously. In short, the facts and circumstances here do not present a situation in which deference to the jury verdict is required. Issuance of this decision, therefore, proceeds independently. V. FINDINGS OF FACT The Court’s findings of fact are based on its assessment of the preponderance of the credible evidence. In sum, based on a massive amount of evidence, this Court is firmly convinced— and finds by far more than a preponderance of the evidence — that at all relevant times, the Government of Iran exercised extensive control over the New York Foundation, the 650 Fifth Ave. Co. (of which the New York Foundation is the managing partner), and their Subject Properties. The Government of Iran also has regularly used an Iranian charitable organization operating at different times under different names (referred to herein as the “Iranian Foundation” but also known at times as the “Bonyad Mostaza-fan” or the “Janbazan” Foundation), as well as a government-owned bank (Bank Melli) as intermediaries through which it exercised control over the New York Foundation, the Partnership, and Assa (the other participant in the Partnership). The New York Foundation has been well aware of its true role and worked to fulfill its true purpose. Since its establishment, the most significant decisions for the New York Foundation have been made by the Government of Iran, Bank Melli, and the Iranian Foundation. The New York Foundation was able to further the Government of Iran’s national purposes by concealing Iranian ownership of property within the United States during a period in which such ownership was perceived as decreasing the rental value of certain property or, later, was prohibited by law. In addition, the New York Foundation was established to further, and has in various ways furthered, the national purposes of the Government of Iran by promoting Iranian culture, heritage, language, and religious values in the United States. In effect, the New York Foundation not only has carried out a charitable mission that has served Iranian interests, but it also has functioned as a real estate holding company, the properties of which grew over time, for the ultimate benefit of the Government of Iran. The fact that the New York Foundation is registered as a not-for-profit corporation does not prevent such findings or erase such purposes. The corporate form of the New York Foundation has itself been used as part of the concealment apparatus. Despite nominal adherence to corporate formalities, its independence has — in fact— been a fiction. These findings are not what this Court considers to be “close calls.” As set forth in the voluminous trial record and only summarized below, they are based on overwhelming evidence. During the trial, defendants pointed to evidence that, they assert, supports contrary findings: that the New York Foundation’s formal incorporation proves its independence; that witnesses testified to its functioning independently from foreign influence; and that the New York Foundation lacked knowledge that it was managing the Partnership for an Iranian entity, Bank Melli, after 1995 — and, therefore, could never itself have been an agency or instrumentality. As discussed at length below, this evidence is not persuasive. To preview this discussion, there is more than sufficient evidence to demonstrate that the fact of incorporation did not alter the exercise of control by the Government of Iran but, indeed, assisted in preventing discovery of such control; that, when necessary, the New York Foundation created separate minutes of Board meetings, with cleansed versions used to maintain the fiction of independence; that the New York Foundation has been was willing to lie to regulators and courts about its connections to the Government of Iran, (see, e.g., GX 618 at 8; GX 1403; GX 1409; PX 318); and that there were several significant examples of charitable funds of the New York and Iranian Foundations being deemed interchangeable and used interchangeably, (see, e.g., GX 641-T; GX 643-T; GX 643C-T.) In addition, because the Government of Iran has selected the Presidents of the New York Foundation and controlled the composition of its Board, even more minor decision-making ultimately has been informed by those loyal, and beholden, to the Government of Iran and its agencies. Put simply, when representatives of the Government of Iran controlled the New York Foundation as Board members, they ran the New York Foundation on its behalf. That the Board members understood to whom they owed ultimate allegiance was demonstrated by both words and actions. As the Court discusses in more detail below, over time, the Government of Iran, Bank Melli, the Iranian Foundation, and the New York Foundation became concerned that the Government of Iran’s control of the New York Foundation — even through intermediary companies — could have severe consequences vis-á-vis its assets, including forfeiture or loss. Lawsuits, such as those before this Court, were of particular concern. A number of documents reference these issues, and, reference efforts to find a way to retain the significant assets held by the New York Foundation for the benefit of the Government of Iran through increasing layers of concealment and elaborate denials; resolving these concerns in order to protect property ultimately held for the benefit of the Iranian people is mentioned. Concerns that the Government of Iran’s involvement in the properties would be discovered led directly to an elaborate and multi-layered coverup. For a variety of reasons that changed over time, starting in the late 1980s and continuing for decades thereafter, the Government of Iran — through Bank Melli, the Iranian Foundation, and the New York Foundation — made concerted efforts to conceal the truth of its essential control. As can be reasonably expected of a sophisticated sovereign power concerned about the loss of valuable assets, these efforts were many, varied, and prolonged. And, of course, not every person who played a helpful role in the coverup understood the use (or the full use) to which he/she was being put. Those efforts have included operating through layers of front companies; having straw owners; minimizing an English-language paper trail that could tie control of the entities together; delivering instructions directly when it was perceived to be safe and circuitously when it was perceived not to be; creating a diversionary paper .trail-designed to give the false impression that the New York Foundation did not know that Assa (its partner in 650 Fifth Ave. Co.) was owned and controlled by Bank Melli (and, therefore, the Government of Iran); creating a diversionary paper trail to give the false impression that the New York Foundation believed the two post-1995 straw owners of Assa (Davood Shakeri and Fatemeh Aghamiri) were Assa’s actual owners; perjuriously denying past and present association with the Government of Iran in a variety of forums, including in court filings and submissions to regulatory agencies; keeping certain members of the New York Foundation’s Board or in its employ in the dark; and spending years in a scorched-earth legal strategy that denied the truth and sought to prevent disclosure and loss. All of this has been done by numerous people via numerous channels over many years. It was only through a prolonged investigation by the FBI and the IRS, with the assistance of the U.S. Attorney’s Office, that the truth was pieced together. The amassed evidence has now shown that, in truth and fact and at all relevant times, the Government of Iran has extensively controlled the New York Foundation, the Partnership, and the Subject Properties. The Government of Iran’s control will not manifest as an Iranian flag flying over the 650 Fifth Avenue Building or any other Subject Property. But the evidence is there, it is clear, and it is dispositive. The New York Foundation has known who and what it is throughout this time. A, The Early Years From the very outset of the New York Foundation, there have been strong connections among all of the relevant entities involved in this drama that have never been severed: between the Government of Iran and the New York Foundation, the Iranian Foundation and the Government of Iran, the Iranian Foundation and the New York Foundation, and Bank Melli and the New York Foundation. These connections have persisted over time. The Alavi Foundation is the most recent name of a charitable organization that dates back to pre-revolutionary Iran. The last Shah of. Iran, Mohammad Reza Pahlavi, started a charitable foundation in Iran called the Pahlavi Foundation of Iran. (GX 75 ¶ 1; Trial Tr. 767:13-768:23 (Shafle).) In the early 1970s, the Shah created an American branch of the Pahlavi Foundation; this'became the Pahlavi Foundation of New York, the name of which was later changed to the Mostazafan Foundation of New York and, eventually, the Alavi Foundation. (GX 75 ¶¶ 1, 3.) The Pahlavi Foundation of New York was established as a not-for-profit corporation under the laws of the State of New York and was granted § 501(c)(3) status by the IRS. (Id. ¶ 1; GX 213-T.) The New York Foundation continues to exist as a § 501(c)(3) charitable entity. (GX 75 ¶ 1.) Since its inception, the New York Foundation has, like its Iranian parent organization, engaged in a variety of charitable works. These include promoting Persian culture and heritage, teaching Farsi, and supporting Muslim educational and religious missions. (Id. ¶ 5.) It also has functioned as a real estate holding company with a growing portfolio' of American properties acquired between 1974 and 1997. (See GX 79.) In 1974, the New York Foundation purchased property located at 650 Fifth Avenue, New York, New York, upon which it constructed the 36-story office tower (the “Building”) that has long been at the heart of this case. (GX 77 ¶ 1.) This acquisition was financed by a $42-million, interest-free mortgage from the New York branch of Bank Melli, á bank owned and controlled by the Government of Iran. (Id.; GX 143; Trial Tr. 769:11-13 (Shafie); id. 1113:8-10 (Rahi).) The loan from Bank Melli paid.off an existing mortgage on the property and was used to construct the Building. (GX 77 ¶ 1; Trial Tr. 769:1-10 (Shafie).) Since the Building’s construction, the New York Foundation’s primary source of income has been commercial rents. (A very small percent of its income is from other sources.) Until the mortgage was eliminated in 1989, the New York Foundation also made mortgage payments to Bank Melli. As discussed herein, the structure of the New York Foundation’s sources and uses of funds raised tax and other concerns with numerous of individuals associated with the Government of Iran’s political arms, Bank Melli, the Iranian Foundation, and the New York Foundation. These individuals were concerned that the New York Foundation had to pay significant taxes and was deducting taxes payable, to the IRS from amounts that would otherwise be paid to Bank Melli. (See, e.g., GX 242-T.) Ultimately, these concerns led to the financial relationship between the New York Foundation and Bank Melli being restructured into a long-term partnership. But first, the intervening Iranian Revolution created significant changes for the New York Foundation. In 1979, Shah Pahlavi was overthrown in a revolution. (GX 76 ¶ 1.) A new, theocratic government assumed power, and the country was renamed the Islamic Republic of Iran. The Supreme Leader of this government a religious figure, Ayatollah Ruhollah Khomeini. (Id.) The new government confiscated the property of the Shah and the royal family. This included the Pahlavi Foundation of Iran and the Pahlavi Foundation in New York, which subsequently came under the ownership and control of the revolutionary Government of Iran. (Trial Tr. 1719:19-1720:21 (Hesami-Kiche).) Following that confiscation, the Pahlavi Foundation in Iran was renamed the Mostazafan Foundation in Iran — or the Bonyad Mostazafan— by the Ayatollah Khomeini. (Id. 772:2-6, 774:2-17 (Shafie); id. 1707:11-16, 1709:1-5 (Hesami-Kiche).) The Iranian Foundation’s New York branch was similarly renamed the Mostazafan Foundation of New York. (GX 75 ¶ 3; Trial Tr. 1720:17-21 (Hesami-Kiche).) After the Iranian Revolution, the new government’s Revolutionary Council passed a “Legal Bill of the Charter of the Oppressed Foundation,” dated July 13, 1980, which is similar to articles of incorporation for the Iranian Foundation. (PX 559 at 3, 11-24.) Article Two of the document identified the subject and purpose of the Iranian Foundation as, inter alia, to “centralize all the case, stocks, negotiable instruments, and movable and immovable properties of the Pahlavi family.” (Id. at 11.) Article Five provided that the Iranian Foundation “may open a branch or office in any place inside and outside the country as it deems appropriate.” (Id. at 13.) The Court finds that the New York Foundation was a branch of the Iranian Foundation. The Iranian Revolution did not alter the fact that the Government of Iran had ultimate control of the Iranian and New York Foundations. The Government of Iran controlled the Mostazafan Foundation in Iran, which in turn controlled the New York Foundation. The New York Foundation readily took direction from the Iranian Foundation on the most significant matters affecting its operations. In some instances, it took instructions directly from high-ranking political officials of the Government of Iran, including, at times, the Ayatollah himself. Moreover, the history of appointments of Board members to the New York Foundation shows placement of individuals on the Board who also occupied influential positions with the Iranian Foundation and/or the Government of Iran. Other Board members without such official positions were nonetheless beholden to the Iranian Foundation and/or the Government of Iran for their appointments. The evidence at trial does not support a point in time when the Iranian Foundation and New York Foundations severed relations. At most, as concerns about discovery of Iranian involvement in the New York Foundation (and, therefore, asset forfeiture or seizure) increased, concealment efforts increased. Extensive efforts were made — and continue to be made — to conceal and vigorously deny the continuing, close relationship between the Foundations. Seyed Mojtaba Hesami-Kiche, who gave a first-hand account of the close parent/child relationship between the Iranian and New York Foundations, testified for over two days. Hesami-Kiche served as the Secretary of the New York Foundation and as a member of its Board from 1983 to 1991. (GX 607; GX 602-T.) His affiliation with the Foundations began soon after the Iranian Revolution, when he started working for the Iranian Foundation. (Trial Tr. 1707:19-20 (Hesami-Kiche).) The Court found Hesami-Kiche highly credible and extremely knowledgeable as to the New York Foundation’s early history and the connections between the Iranian and New York Foundations. He provided important insight into the background of the New York Foundation as a branch of the Iranian Foundation and its connection to the Government of Iran. When he started working for the Iranian Foundation, and for some years thereafter, Hesami-Kiche reported directly to its head, Mehedi Tabatabaei. (Trial Tr. 1713:7-13, 1716:13-21 (Hesami-Kiche).) Early in his employment with the Iranian Foundation, Hesami-Kiche was given the responsibility of overseeing the New York Foundation. (Id. 1717:4-12 (Hesami-Kiche).) As part of his oversight responsibilities of the New York Foundation while he was in Iran, Hesami-Kiche interacted with various members of the Board of the New York Foundation, including Mohsen Davachi, Manoucher Shafie, and Sirousse Tabriztchi. (Id. 1725:20-1726:1 (Hesami-Kiche).) At that time, Shafie was President and Davachi was Treasurer of the New York Foundation. (Id. 1727:19-20 (Hesa-mi-Kiche).) Numerous documents evidence the Iranian Foundation’s early, direct control and management of the officers and piembers of the Board of the New York Foundation. For instance, while he was working in Iran for the Iranian Foundation in the early 1980s, Hesami-Kiche was directed by Ta-batabaei (the head of the Iranian Foundation) to replace New York Foundation Board members who had served under the Shah, and to increase the number of Board members of the New York Foundation. (Id. 795:16-18 (Shafie); id. 1729:14-1731:6 (Hesami-Kiche).) Tabatabaei personally identified the individuals who should be added to the Board. (Id. 1729:19-21 (Hesa-mi-Kiche).) He instructed that those to be added include four individuals from the Iranian Foundation: his brother, Mohsen Tabatabaeipour (head of.the cultural section of the Iranian Foundation), Hesami-Kiche himself, Abdollah Poosti (deputy of judicial or legal affairs for the Iranian Foundation), and Mohammad Piryandeh (who worked in the cultural section of Iranian Foundation). (Id. 1729:22-1730:12, 1732:222-1734:12 (Hesami-Kiche).) At Ta-batabaei’s instruction, Hesami-Kiche called these individuals to inform them of their nomination to the Board of the New York Foundation. (Id. 1730:17-21 (Hesa-mi-Kiche).) There is no indication in the record that these appointments would (or did) require relinquishment of the positions these individuals had with the Iranian Foundation. The minutes from the May 2, 1983 annual meeting of the New York Foundation’s Board corroborate Hesami-Kiche’s testimony regarding the Iranian Foundation’s direct control over the Board of the New York Foundation. (GX 607.) The minutes indicate that the individuals referred by Tabatabaeipour were in fact put on the Board of the New York Foundation. (Id. at 1,2.) Control of the New York ’ Foundation Board occurred not only by arranging its composition, but by active participating in Board meetings. At a subsequent meeting of (nominally) the Board of the New York Foundation that occurred in July 1983, Tabatabaei instructed that Hossein Maha-lati would become the new President and Mohammad Badr-Taleh the new Treasurer of the New York Foundation. (GX 608; Trial Tr. 904:13-14 (Shafie), id. 1738:7-8, 1738:19-1739:5 (Hesami-Kiche).) The same minutes also reflect Davachi’s and Shafle’s resignations from the Board of the New York Foundation. (GX 608 at 4-5; Trial Tr. 1737:11-24 (Hesami-Kiche).) Shafie testified live at trial and stated that he viewed the composition of the Board of the New York Foundation as lacking independence from the Iranian Foundation. (Trial Tr. 849:12-20 (Shafie).) Control of the New York Foundation by the Iranian Foundation was — in effect— control by the Government of Iran. Ample evidence supports that the Government of Iran itself directed who would become the head of the Iranian Foundation and that the heads of the Iranian Foundation were or had been high-level officials of the Government of Iran. For instance, in the 1980s, the Government of Iran replaced Tabatabaei with Tahmaseb Mazaheri as the director of the Iranian Foundation. (|d. 1744:13-21, 1747:6-8 (Hesami-Kiche).) Later, , Mazaheri, yet another high-ranking official in the Government of Iran, assumed a leadership position at the Iranian Foundation. Mazaheri was placed in .this position by the then Iranian Prime Minister, Mir-Hossein Mousavi. (Id. 1744:19-21, 1747:24-1748:2 (Hesami-Kiche).) Mazaheri had been the budget planning commissioner for the Government of Iran, (id. 1748:3-10, 1749:8-16 (Hesami-Kiche)), and later became the Minister of Finance and head of the Central Bank of Iran, (id. 1749:23— 1750:2 (Hesami-Kiche)). ‘ Hesami-Kiche was still working with the Iranian Foundation at the time Mazaheri assumed its leadership. Hesami-Kiche informed Mazaheri about the role and activities of the Néw York Foundation. (Id. 1750:3-9’ (Hesami-Kiche).) As part of his duties and responsibilities, Hesami-Kiche provided Mazaheri with reports he received from the New York Foundation. (Id. 1742:6-1744:10,' 1750:3-15, 1880:17-1883:5 (Hesami-Kiche).) The Office of the Prime Minister of Iran also received information regarding the New York Foundation, and had an official interest in such information during this time. While the composition of the New York Foundation’s Board continued to shift during the 1980s, it remained firmly under the control of the Iranian Foundation and the Government of Iran. At a meeting of the New York Foundation’s Board in December 1983, Poosti (also deputy of the Iranian Foundation’s legal or judicial affairs) resigned his position as Secretary of the New York Foundation, and Hesami-Kiche was elected to replace him. (GX 609 at 2-3.) At a Board meeting of the New York Foundation in July 1984, which Hesami-Kiche attended, Mohsen Tabatabaeipour resigned from his position with the New York Foundation and Habib Zobeidi (Deputy of Financial Affairs for the Iranian Foundation) was nominated to serve on its Board. (GX 610 at 3-4; Trial Tr. 1742:3-5 (Hesami-Kiche).) An important addition to the New York Foundation personnel also occurred at the July 1984 board meeting. At that meeting, Firooznia and Mekul, Certified Public Accountants, P.C., was appointed to be the accountant for the New York Foundation. (GX 610 at 6.) Hamid Firooznia of that firm then became the accountant for the New York Foundation; it appears that, at times, he also acted as the account for Assa. (Trial Tr. 1049:6-7 (Rahi); id. 1255:5-9, 1291:5-7 (Karjooravary); see also DXs 201-226.) Firooznia remained in this position until 2004. (DX 5001.) The evidence demonstrates that, in that position, he had acted as an agent for both entities; he had substantial interactions with the Iranian Foundation, the New York Foundation, Bank Melli, and, eventually, the Assa entities set up as part of a partnership between Bank Melli and the New York Foundation. His actions on behalf of the New York Foundation repeatedly demonstrated that the New York Foundation ultimately was .ultimately controlled by the Iranian Foundation and the Government of Iran.. (However, as discussed below, the evidence also supports Firooznia continuing to act as an agent for the New York Foundation even -after he was its accountant.). In the 1980s, the New York Foundation continued to build its real estate portfolio, acquiring several pieces of real property. In 1981 and 1984, it purchased property in Rockville, Maryland. (See GX 79; PX 50.) In 1989, it acquired property in Houston Texas. (See GX 79.) And in 1989, it purchased property in Carmichael, California. (Id.) During this same time period, the Government of Iran was involved in the New York Foundation’s decisions regarding its charitable activities. For instance, in an October 1985 letter to Iranian Prime Minister Mousavi, Áli Sabzalian (head of the Interest Section of the Islamic Republic of Iran in Washington (“ISEC”)) proposed using the' New York Foundation to support activities promoting the Iranian Revolution in the United States. (GX 650-T.) He wrote that the proposal'was the result of “lengthy discussions” with, inter alia, the agencies of the Islamic Republic in New York and “persons in charge of [the] New York Foundation.” (Id. at 2 (eimphasis added).) He concluded that, if the Prime Minister agreed to “allocat[e] a budget for the above mentioned issues, and sending to the above mentioned organizations, a detailed] and comprehensive plan will be submitted.” (Id.) The trial record also contains several documents related to the involvement of the Iranian Prime Minister’s Office — including the direct involvement of Prime Minister Mousavi himself — in donations to Canadian institutions that would be paid by the Foundation. (GX. 641-T; GX 643-T; GX 643C-T; GX 640-T; see also GXs 642-T; GX 633B-T.) In 1988, Badr-Taleh ' (the President of the New York Foundation) wrote to Hesami-Kiche (the Secretary of the New York Foundation and still living in Iran), copying Zo-beidi (who also held simultaneous positions in both the Iranian and New York Foundations). (GX 639-T.) This letter reveals a clear overlap in charitable activities between the New York and Iranian Foundations: In order to protect the interests of the Foundation ... it is not advisable that the management expenses in Canada be paid by [the New York Foundation].... God forbid if any American Officials get in contact with the afore-mentioned university this issue and anything related to it will be opened and could be used as a weapon against the New York Foundation. My recommendation is that the Foundation of New York should not accept this plan. Instead the Mostazafan Foundation in Iran would undertake the project and the expenses be paid from Germany. (Id. (emphasis added).) A December 1990 letter from the Office of the President of Iran to Mohsen Ra-fighdoost (then head of the Iranian Foundation) indicated that the donations continued. (GX 633-T.) That letter referenced donations to McGill University in Montreal and requested that Rafighdoost “confirm the proposal of the institute [at McGill] and instruct to Most[a]zafan foundation of NY to cooperate in amending the contract as per the same rules and conditions but on 5 year[ ] periods.” (Id. (emphases added).) B. Creation of the Partnership Substantial evidence demonstrates the direct involvement of the Government of Iran and the Iranian Foundation in the creation of the Partnership between Bank Melli and the New York Foundation. The Government of Iran was on both sides of the transaction and directed both of the entities — the New York Foundation and Bank Melli — to enter into it. The evidence demonstrates that the New York Foundation knew that the Government of Iran was the primary decisionmaker in this regard; the New York Foundation’s representatives received (rather than originated) information regarding the plan, its implementation, and the authorization for its implementation — all from Iranian governmental officials, and primarily through the Iranian Foundation or Bank Melli. This same evidence also demonstrates that members of the Board of the New York Foundation understood from the formation of the Partnership that its real partner was the Government of Iran. And, as discussed below, the Partnership was protecting the Government of Iran’s financial interests. For instance, in the late 1980s, a letter addressed to the then Iranian Prime Minister Mousavi — drafted by Zobeidi (who held simultaneous positions with the New York and Iranian Foundations) but signed by Mazaheri (Deputy Prime Minister of Iran and the head of the Iranian Foundation) — set forth an early version of a plan to address concerns regarding U.S. taxes paid by the New York Foundation. (GX 626-T; Trial Tr. 1752:22-1755:15, 1796:3-9, 1797:17-20 (Hesami-Kiche).) The draft letter began: “This is to respectfully inform you that [ ] one of the major problems of the New York Mostazafan Foundation stems from the debt it owes to the New York branch of [Bank Melli].” (GX 626-T at 1.) Notably, this statement evinces a concern for the New York Foundation, not “because of’ it. This distinction is meaningful, as it indicates a concern regarding the stability of the New York Foundation itself; at this time the debt to Bank Melli, while periodically in arrears, was being paid down. One option proposed in this letter was to create a company, the shares of which would be owned by the New York Foundation, with the ownership of the 650 Fifth Avenue Building transferred to that company. (Id. at 2.) Put otherwise, this plan contemplated cancel-ling the New York Foundation’s mortgage by giving it total ownership of the Building through shares in a separate corporate entity. This plan certainly appears to have been driven by concerns about the New York Foundation’s well-being more than repayment to Bank Melli. Needless to say, this does not demonstrate an intention to have an arms-length transaction with Bank Melli. This draft refers to a plan having been discussed with Majid Ghasemi (head of the Central Bank of Iran). (Id. at 4; Trial Tr. 1802:22-24 (Hesami-Kiche).) While this particular plan was not implemented, a version of it was. (Trial Tr. 1813:2-12 (Hesami-Kiche).) Ultimately, more distance than contemplated in the original plan was created between the New York Foundation and the structure that would shield it from taxes through the creation of the Assa companies and a partnership to which the Building was then transferred. That is, layers of companies along with straw owners were eventually used. The plan to resolve the Bank Melli mortgage continued to evolve. A 1987 English-language document titled “Consent of Directors In Lieu of Meeting” proposed a partnership format to eliminate the tax liability. (GX 611.) In particular, it stated that “a partnership format, with the [New York Foundation] contributing the Building [located at 650 Fifth Avenue] and an investor contributing the necessary capital to discharge the outstanding mortgage debt on the Building, would enable the [New York Foundation] to achieve this desired elimination of tax liability.” (Id at 1.) Early awareness of a desire to conceal Bank Melli’s actual participation in the Partnership is demonstrated by this reference in the English-language Board document to “finding” an investor — when it was already known that the investor was Bank Melli, through Assa. Another English-language “Consent of Directors in Lieu of Meeting,” dated February 26, 1987, approved the transfer of the Building to a partnership subject to, inter alia, Bank Melli’s consent as mortgagor. (GX 612 at 1-2.) An English-language resolution by the New York Foundation’s Board from April 1987 reflected that Bank Melli approved the transfer of the Building to the Partnership. (GX 613 at 1-2.) This document avoids the actual circumstances of the transaction, in which Bank Melli and the Iranian Foundation together, with other Iranian officials, had come up with the plan in the first instance. “Bank Melli” alone, therefore, was not the sole approving party — several Iranian officials and entities were closely involved as well. All of these English-language resolutions contrast with the Farsi-language documents that evidenced how and why the Partnership actually came into existence. This contrast between the behind-the-scenes Farsi documents and the English-language Board documents reveal the misuse of the New York Foundation’s corporate form to conceal actual circumstances. For instance, in November 1987, Hesa-mi-Kiche received a copy of a “confidential” letter that Mazaheri (Deputy Prime Minister of Iran and “Superintendent” of the Iranian Foundation) wrote to Prime Minister Mousavi. (GX 623-T at 1; Trial Tr. 1806:20-1807:9 (Hesami-Kiche).) In this letter, Mazaheri requested that the Prime Minister “make a decision” regarding the plan “to improve the financial problems of the New York Foundation.” (GX 623-T at 1 (emphasis added).) The letter indicated that the Iranian Prime Minister’s approval was needed in two respects: first, for “[g]eneral agreement ■ with the presented plan, and your permission for its implementation”; and, second, to “[a]llocat[e] forty million dollars in foreign currency for the [New York] Foundation.” (Id.; Trial Tr. 1809:10-16 (Hesami-Kiche).) An attached “confidential” response from Hadi Mohajeri (in the Office of the Prime Minister) stated that Prime Minister Mousavi is “agreeable to both suggestions.” (GX 623-T at 2.)-With the Prime Minister’s permission in hand, Ma-zaheri then wrote to Ghasemi (head of the Iranian central bank) to let him know that, the Prime Minister had approved the plan. (Id.; GX 621-T; Trial Tr. 1801:22-1802:5 (Hesami-Kiche).) In that letter, Mazaheri acknowledged a need for secrecy regarding the Government' of Iran’s involvement, stating that “in all stages of allocation, executive, payment, as well as in all correspondence] and discussions, confidentiality is -of the utmost importance.” (GX 621-T.) Farsi-language minutes of a May 24, 1989 meeting of the Board of the New York Foundation were drafted on the letterhead of the Iranian Foundation. (GX 603-T; Trial Tr. 1826:11-17 (Hesami-Kiche).) Those minutes reflected attendance by Mohammad Hossein Behdadfar, who held á high-level position with Bank Melli and was a straw owner of the shares of Assa, which was created to be the New York Foundation’s partner in the 650 Fifth Ave. Co. (GX 603-T; GX 210-T; GX 425 at 4; GX 78 ¶¶ 1-2; Trial Tr. 1829:1-15 (Hesami-Kiche).) Behdadfar is not indicated as an invited- guest but is instead mentioned along with all the other Board members. The minutes further reflect attendance by Eisa Sbabsavar Khojasteh (the Deputy Director of Commerce and International Affairs for the Iranian Foundation), Badr-Taleh (President of the New York Foundation), and Mohammad Reza Moghaddasi (it is unclear who he is, but he was not on the Board of the New York Foundation). (GX 603-T; GX 632-T; Trial Tr.'1814:16-17, 1828:23-1824:19 (Hesami-Kiche).) The meeting was held in Khojas-teh’s offices. (GX 603-T.) These high-level representatives of Bank Melli, the Iranian Foundation, and the New York Foundation together reached various decisions at that meeting, including that: “Only one company from the Central Bank Melli Iran will partner with the New York .Foundation;” “As part of the mutual agreement between the New York Foundation and Bank Melli Iran, the New York Foundation agrees to pay taxes, if the building is sold or transferred;” and “Bank Melli Iran created two partnerships in Jersey Island (illegible) and will cooperate with the New York Foundation or through other partners.” (GX 603-T.) A month after this meeting, Badr-Taleh (President of the New York Foundation) wrote in Farsi to Bank Melli to advise them of increased urgency in reaching a resolution because the New York Foundation’s tax-exempt status might well change — requiring a payment of $4 million from Bank Melli in U.S. taxes. (GX 242-T at 2.) An English-language July 31, 1989 “Consent of Directors in Lieu of Meeting” authorized the New York Foundation to form a partnership subject to the prior consent of, inter alia, Bank Melli. (GX 616 at 1.) Also, on July 31,1989, the New York Foundation and Bank Melli’s newly-incorporated New York company, Assa Corp., entered into' the partnership agreement (“Partnership Agreement”) that formed the 650 Fifth Ave. Co. under New York State law, and designated the New York Foundation as its managing partner. (GX 125; DX 109; GX 77 ¶ 3.) Assa Corp. is wholly owned by Assa Co. Ltd., a Channel Islands corporation. It is undisputed that Assa Co. Ltd. is ultimately ■ owned and controlled by Bank Melli. (GX 78 ¶¶ 1, 6.) At its annual meeting on August 3, 1989 in Tehran, the Board of the New York Foundation approved the transfer of the 650 Fifth Avenue Building to the Partnership. (GX 617 at 21-22.) These consents- and resolutions concealed that all pertinent authorizations had already been' given by the Prime Minister’s Office, Bank Melli, and the Iranian Foundation. Pursuant to the Partnership Agreement, the New York Foundation contributed the Building at 650 Fifth Avenue (then valued at $83.2 million) subject to the existing mortgage to the 650 Fifth Ave. Co. Partnership. Assa contributed $44.8 million, which the 650 Fifth Ave. Co. used to satisfy the Bank Melli mortgage. (GX 77 ¶ 4.) In exchange for their respective contributions, the New York Foundation received a 65% interest in the 650 Fifth Ave. Co., and Assa received a 35% interest in the 650 Fifth Ave. Co. (Id.) The 650 Fifth Ave, Co. Partnership became the 100% title-owner of the Building. (Id.) In 1994, the New York Foundation sold 5% of its interest in the Partnership to Assa. As a result, the New York Foundation now holds a 60% interest, and Assa holds a 40% interest. (Id. ¶ 8; DX 123.) Under the Partnership Agreement, the New York Foundation is the managing partner; 650 Fifth Ave. Co. has no employees of its own. (GX 77 ¶ 9.) Based on the evidence, individuals from Bank Melli, the Iranian Foundation, and the New York Foundation clearly believed that eliminating the Bank Melli mortgage freed the New York Foundation of tax obligations on rental income from the 650 Fifth Avenue Building’s commercial 'tenants, and eliminated' the risk that Bank Melli would be- subject to a significant tax payment. (Id. ¶7.) -The' Partnership enabled Bank Melli — and the Government of Iran through Bank Melli, as well as the New York Foundation — to conceal ownership in the valuable real estate asset located at 650 Fifth Avenue. As Mohammad Karjooravary (a former Bank Melli official also known as “Karjoo”) testified, Bank Melli understood that, as a bank, it was not allowed under U.S. law to hold real estate for more than five years. (Trial Tr. 1266:9-14 (Karjooravary).) On August 18,1989, Mohammad Baghe-rian (then Director of the Iranian Foundation, which at that time had changed its name to the “Islamic Revolution Janbazan [“battle wounded” or “wounded warriors”] Foundation”) received a “confidential” letter from Khojasteh (Deputy Director of Commerce and International Affairs for the Iranian Foundation). (GX 632-T at 1; GX 604-T at 1; Trial Tr. 1830:9-17 (Hesa-mi-Kiche).) The letter followed a meeting they attended, along with Kamal Kharazi (who soon would be Iran’s Permanent Representative (the “Ambassador”) to the U.N.) and Badr-Taleh (President of the New York Foundation) in the office of the Islamic Republic of Iran News Agency. (GX 632-T at 1; DX 5004 ¶ 12.) In the letter, Khojasteh stated that the meeting participants had agreed to establish: [A] Company in the USA that the owner of all its shares to be Vena Holding Co., belonging to [the Iranian Foundation]. This Company from the indirect help[ 3 of Mostazafan Foundation of New York, also taking loan from the banks inside of the USA, will purchase some residential building for renting to the employees of Islamic Republic of Iran Agency Office in the UN, or the individuals that will be introduced by [the Iranian] Foundation. Mr. Mahalati, the executive director of Elmi Company (which belongs to the [Iranian] Foundation) also will act as the executive director of the new Company. (GX 632-T at 1 (emphases added).) In a handwritten note at the bottom, Bagherian responded: “I agree. Take the appropriate measures.” (Id. at 2.) This plan appears eventually to have been implemented. M.I.R.I. Holdings (“MIRI”) purchased a building and rented units to employees of Iran’s mission to the U.N. through another entity, Mellon Properties. (Modarres Tr. 72:10-13.) As the Court will discuss in more detail below, the New York Foundation’s Board members interacted with Ma-halati (referred to above) and MIRI in connection with the settlement of the Han-if litigation. The next day, Khojasteh (Deputy Director of Commerce and International Affairs for the Iranian Foundation) sent another letter to Bagherian (Director of the Iranian Foundation) labeled “SECRET.” (GX 604-T.) The primary purpose of secrecy in these circumstances was to conceal Bank Melli’s ownership of Assa and participation in the Partnership. The letter stated that, “[a]s you know, the partnership agreement between the [New York Foundation] and Bank Melli of Iran has been finalized.... The board of trustees of the [New York] Foundation supports the partnership agreement, but to avoid any problems in the future, we would like to ask you to endorse the partnership and notify the trustees so they can take action accordingly.” (Id. at 1 (emphasis added).) The Court finds the use of the term “we” indicated Khojasteh’s identification of the Iranian Foundation and the New York Foundation, and the phrase “notify the trustees to they can take action accordingly” referenced a need for an instruction to the Board members of the New York Foundation to take all appropriate actions. The letter continued: “Please note that the partnership seems to be based on prior agreements between the Ministry of Finance [of Iran] and Bank Melli Iran, on one side, and the Islamic Republic of Iran Janbazan [battle wounded] Foundation, on the other....” (Id. (emphasis added).) This same letter supports a finding that the financial aspects of the transaction between Bank Melli and the New York Foundation were based on Bank Melli’s available funds — not on an arms-length valuation. (Id.) Attached to the letter is a handwritten note from Bagherian to Kho-jasteh stating that he agreed to proceed with the Partnership and that it will “be very beneficial.” (Id.; Trial Tr. 1833:20-1834:16 (Hesami-Kiche).) He stated that the benefits of not paying taxes means it will “be possible to provide more services to the wounded warriors, as well as the cultural and educational system.” (GX 604-T at 2 (emphasis added); Trial Tr. 1834:12-16 (Hesami-Kiche).) Khojasteh was plainly expressing that the stabilization of the New York Foundation would inure to the benefit of the “wounded warriors” of the Government of Iran and support Iranian national charitable purposes. Another handwritten note from Khojasteh to Badr-Taleh (President of the New York Foundation) stated, “Congratulations.” (GX 604-T at 2; Trial Tr. 1834:17-25 (Hes-ami-Kiche).) The use of the word “congratulations” indicated that Badr-Taleh was a recipient of the authorizations agreed to by others. Because the transfer of the Building involved the transfer of all or substantially all of the assets of a New York registered charity, the New York Foundation had to obtain court approval. (See GX 618.) In its submissions- to the court for such approval, the New York Foundation deliberately concealed Bank Melli’s role in the transaction and the Partnership. For instance, paragraph nine of the petition to the Supreme Court of the County of New York stated that the transfer between Assa and the New York Foundation was an “arms-length transaction.” (Id. at 8.) This was false: The transfer was in fact designed by the Government of Iran, and all pricing terms had been determined by the Government of Iran and its instrument, Bank Melli. In response to their submissions, the Attorney General for the State of New York requested further information from the New York Foundation’s attorney regarding the identity of the officers, directors, and principals of Assa, and any statement of personal or business relationships between those persons and the New ■ York Foundation. (Id. at 80.) On September 25, 1989, the New York Foundation’s attorney responded by stating that, “[t]o the best of [her] knowledge, there were no pre-existing agreements or understandings between any director, officer or principal of ASSA Corp. and the Foundation.” (Id. at 83.) This statement was plainly untrue as there was an understanding that Assa would act for Bank Melli, and that the Government of Iran would ultimately call the shots. Around this time, the President of the New York Foundation (Badr-Taleh) had told the Secretary of the New York Foundation (Hesami-Kiche) that he understood that Bank Melli was the 100% owner of Assa. (Trial Tr. 1840:18-1841:8,1846:1-5 (Hesam