OPINION AND ORDER
FRIEDMAN, District Judge.
BACKGROUND
American Deposit Corporation ("ADC") developed an innovative financial instrument, which it named the Retirement CD, to exploit a tax code provision permitting companies other than insurance companies to issue tax-deferred annuities. See 26 U.S.C. § 1275(a)(1)(B). The Retirement CD has many of the characteristics of an ordinary certificate of deposit. By combining the CD...
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