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their children, as appropriate, to sign. Similar sequences of
events occurred for each other document Mr. Cordes required Mrs.
Cordes and their children to sign. Mr. Cordes prepared (or
directed the preparation of), retained, and maintained all
corporate minutes, records, stock certificates, and other
corporate documents.
Mr. Cordes decided who would hold legal title to each of the
shares of stock in each of the Cordes corporations. He believed
he had the power to revoke those holdings if the shareholder did
not follow his directions, or for any other reason, by virtue of
his original capitalization of the Cordes corporations. The
other members of the Cordes family acknowledged Mr. Cordes’s
complete control and, in many cases, did not know how many shares
were titled in their names, if any, or whether they were officers
in any of the Cordes corporations.
All external dealings were also controlled and executed by
Mr. Cordes. Banks dealt solely with Mr. Cordes and held him
liable on all corporate debts, although they occasionally
required other members of the Cordes family to sign certain
documents as a formality. Likewise, the Cordes corporations’
accounting firm dealt only with Mr. Cordes. Mr. Cordes had sole
control over the occurrence, timing, amount, and recipient of
corporate payments for noncorporate reasons, and he occasionally
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