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memorandum in support of her notice of objection to petitioners'
motion, the facts underlying this action may be best surmised as
follows. Each petitioner is a corporation organized under the
laws of the State of Louisiana. Petitioner Brinson Company-
Texas, Inc., and petitioner Brinson Company-Midwest, Inc., are
both wholly owned subsidiaries of petitioner Brinson Co., Inc.
(hereinafter Brinson). Petitioners are involved in the
importation and distribution of German automobile parts. Prior
to December 23, 1985, Brinson was a family-owned closely held
corporation. Gunther G. Wittich and Brigitte G. Wittich, husband
and wife, were the principal owners. Their two sons, Rainier R.
Wittich and Michael W. Wittich, each maintained a less
significant ownership position.
During the first half of the 1980's, a somewhat less than
harmonious relationship existed between Gunther and Brigitte,
both personally and with regard to the operation of Brinson.
The couple received a divorce decree in March 1985. Following
the divorce, the family divided and formed two factions, Gunther
and Rainier on one side and Brigitte and Michael on the other
side. Difficulties quickly ensued because both alliances
controlled exactly one-half of Brinson, and neither side could
agree with the other regarding its operation. These problems
were resolved in 1985 when Brinson's board of directors,
consisting of Gunther, Brigitte, and Rainer, voted to terminate
Brigitte and Michael from Brinson's employ. On October 9, 1985,
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