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agreement with Bank South, the agreement with LaSalle prohibited
Norcom from declaring distributions. Although the LaSalle
agreement did not expressly limit the amount of compensation
Norcom could pay to its officers, directors, or outside
consultants, a net worth requirement in the agreement prevented
Norcom from paying major fees without consulting LaSalle. From
May 1991 through December 1996, the LaSalle line of credit was
amended 11 times.
5. Services Which Quest Provided to Norcom
At the heart of the factual dispute in this case is the
extent to which Quest provided consulting services to Norcom.
Petitioners claim that at least since the early 1990s Norcom’s
management team lacked anyone who carried out the duties of a
chief financial officer (CFO). According to petitioners, Quest
served as the CFO, without being fully compensated. Respondent
claims that Norcom had a full management team and that Quest was
fully compensated for any services it provided.
a. September 1987 to April 1992
From shortly after its acquisition in 1987 through April
1992, Norcom had an essentially complete management team for a
company of its size. In relevant part, Norcom’s management team
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