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On January 15, 1982, the DHL shareholders entered into an
agreement that provided that, in the event of the death of one or
more of them, the deceased’s “entire interest in the DHL
business” would be transferred to the surviving DHL shareholders
with appropriate compensation to the deceased’s estate. The DHL
shareholders apportioned the net proceeds from the sale of MNV
and DHLI stock in 1990 and 1992, the assets of DHLI and MNV
excluded from the sale, and other assets the DHL shareholders
acquired with funds from DHLI or MNV as follows: Hillblom
55.4744 percent; Robinson 11.6788 percent; Allen 21.8694 percent;
and Po Chung 10.9774 percent. The apportionment was not based on
their respective stock ownership and the relative values of MNV
and DHLI. Instead, it reflected the DHL shareholders’ true
economic arrangement. The DHL shareholders’ negotiated
apportionment of the proceeds was premised on the relative
contribution each shareholder had made to the success of the DHL
worldwide operation, although Robinson had made a concession to
Allen to cause the deal to be consummated. This plan for
apportioning the proceeds was based upon a longstanding agreement
or understanding of the DHL shareholders.
According to the DHLI/MNV shareholders’ agreement, Donnici,
Lupo, and Schwartz were to receive $8,437,500, $8,437,500 and
$2,953,125, respectively, from the proceeds of the 1990 and 1992
transactions. A portion of the DHL shareholders’ proceeds was
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