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On February 13, 1990, McManaman, O'Brien, and Zelisko
appeared before Brunswick's Board of Directors. The minutes of
the meeting state in pertinent part:
Mr. McManaman described a proposal for a
partnership with a foreign entity. The arrangement
would require the Company to make an equity investment
in the partnership of at least $20 million and not more
than $120 million in cash which would be invested in a
diversified portfolio of investments, including high
quality debt instruments, by the partnership. Mr.
McManaman then discussed the business purpose, tax
benefits and risks in the arrangement.
The minutes do not describe the business purpose underlying
Brunswick's participation in the partnership. McManaman
recommended approval of the proposal with the caveat that
Brunswick would not proceed with the transaction if management
were dissatisfied with the proposed foreign partner. McManaman
believed that tax benefits were a primary reason for Brunswick to
invest in the partnership.
The Board of Directors immediately authorized both McManaman
and O'Brien, or either of them, to enter into a partnership on
behalf of Brunswick for an equity investment of at least $20
million and not more than $120 million. On April 3, 1990,
Brunswick's Board of Directors conducted a meeting by way of a
telephone conference call and, upon the recommendation of
McManaman, authorized McManaman or O'Brien, or either of them, to
enter into a second partnership on behalf of Brunswick for an
equity investment of at least $20 million and not more than $120
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