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Bergreen’s and Moody’s power over HG, expenses relating to the
Gilman assets were estate expenses. The estate also contends
that Bergreen and Moody acted primarily as executors in
facilitating HG’s sale of Gilman assets, and that they did so to
benefit the estate. We disagree.
Bergreen and Moody wore many hats: they were executors of
the estate, managers of HG, and members of the board of directors
of the foundation. As part of the restructuring, the estate
transferred GIC assets to HG and its subsidiaries. As a result,
the GIC assets, including the Gilman businesses, ceased to be
estate assets, and Bergreen’s and Moody’s management services
related to those assets were performed for HG and its
subsidiaries. The transfer of assets from the estate to HG and
its subsidiaries severed the relationship the executors had with
the transferred assets in their capacity as executors. Insofar
as Bergreen and Moody had the same duties and responsibilities as
managers of HG with respect to those assets as they had as
executors, it does not follow that their actions for HG were
taken in their capacity as executors. The estate claims both the
tax benefits resulting from transferring the Gilman assets to HG
and its subsidiaries (estimated by its tax advisers to be a tax
savings of $160 million), and all of the deductions that would
have been available to the estate if it had not transferred those
assets. Using executors to run a commercial enterprise does not
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