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business, and he was involved in HBC's advertising and
marketing and its promotional campaigns. The decedent
became HBC's president. His duties included designing the
leather products to be sold, purchasing the materials, and
overseeing their manufacture.
Under its original articles of incorporation, HBC was
authorized to have outstanding a maximum of 2,500 shares
of stock, of which 2,000 could be common shares with a par
value of $100 each, and 500 could be preferred shares with
a par value of $100 each. On or about November 3, 1980,
HBC issued a certificate for 805 shares of voting common
stock to Mr. Orsino Bosca and a certificate for an equal
number of shares to the decedent. The stock represented by
those certificates was the only outstanding stock of HBC at
the time.
1981 Buy-Sell Agreement and Mr. Orsino Bosca's Death
From time to time, the decedent and his brother
entered into buy-sell agreements with HBC under which HBC
agreed to purchase its own stock from the estate of the
shareholder who was the first to die. The October 8, 1981,
buy-sell agreement provides in part as follows:
(1) Upon the death of the first to die of Orsino
H. Bosca and Mario E. Bosca [the decedent], the
Corporation [HBC] shall within seven months after
the appointment of an executor, administrator or
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Last modified: May 25, 2011