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interests in the True companies, and lent to relatives and the
family businesses.
These facts indicate that Dave True exerted significant
control over the True children’s investments in the True
companies. He determined the extent of their ownership, the
timing of their acquisitions, and the methods of payment for the
children’s debt and equity interests. We conclude that Dave
True’s control over the means of conveying ownership to the
children also allowed him unilaterally to determine the terms of
the buy-sell agreements.
The specific terms of the buy-sell agreements also reflected
Dave True’s dominance over their creation. For instance, key
provisions restricting transfers to outsiders and setting the
transfer price at book value were included in the earliest buy-
sell agreements between Dave and Jean True. Similar versions of
those same provisions were incorporated into all subsequent buy-
sell agreements with the True children. Moreover, Dave True’s
imposition of the active participation requirements was actuated
by his strong personal bias against passive ownership. While the
True children may have understood and even agreed with their
father’s reasons for imposing these requirements, it is clear
that he had unfettered ability to do so, which he exercised,
without the need for negotiations.
It also follows from the events surrounding the sale of
Tamma Hatten’s interests in the True companies that there was a
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