6 uninterrupted, and the clients of IMG were told that there had been a name change. Payments were made to Ivan pursuant to the deferred compensation agreement previously executed by IMG. Sometime after Ivan's departure, his son, Richard West (Richard), who had been employed by IMG and PGWV, became a shareholder of PGWV. On January 7, 1987, the corporation adopted a resolution that stated: RESOLVED, that the Corporation continue to pay legal expenses for attorneys engaged by Mr. Don Peters in connection with the investigation by the Securities Exchange Commission with respect to sales of stock of ERG. The payment of such expenses is subject to the understanding and acknowledgment by Mr. Peters that payment of such expenses is not to be construed by [sic] any indication that the Corporation has any responsibility with respect to the particular matters being investigated or obligated as to any liability, damages, penalties or fines that may result from said investigation. It is to be understood that the Corporation may at any time discontinue the payment of such legal expenses and thereupon will have no obligation with respect to such expenses. Based on this resolution, we conclude that at the time of incorporation, the PGWV shareholders knew that the investigation was focused on the activities of Peters. Peters owned 42.5 percent, 40 percent, and 35 percent of PGWV during the years 1988 through 1990, respectively. On January 9, 1987, the corporation filed an amendment to the ADV form with the SEC, which indicated that its name had changed from IMG to PGWV. At the end of 1990, the name was amended to Peters, Gamm, West & Vincent, Inc., to reflect the addition of a shareholder, Mark A. Vincent, in January 1989.Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
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