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1996 only Mr. Fullmer was with Larkin Hoffman. In 1996, Mr.
Boyle, who continued to represent decedent’s business interests
after leaving Larkin Hoffman, informed Mr. Fullmer, decedent’s
estate planning attorney, that decedent’s Empak stock was going
to be transferred to a holding company as part of the overall
plan to achieve corporate liquidity.
On January 30, 1996, Mr. Boyle, on behalf of decedent,
organized WCB Holdings as a Minnesota limited liability company
(WCB Holdings). Its articles of organization (articles), as
amended, authorized the issuance of class A governance, class A
financial, class B governance, and class B financial units. The
class A governance units were the sole membership units with
voting rights except as provided under State law.4
On December 28, 1996, decedent contributed his 5,134,629
shares of Empak stock to WCB Holdings. Decedent received in
exchange 513,463 class A governance, 513,463 class A financial,
4,621,166 class B governance, and 4,621,166 class B financial
membership units in WCB Holdings. This gave decedent an 86.39-
percent ownership interest in each subclass of WCB Holdings
membership units. ISA Trust also contributed its 808,598 shares
of Empak stock to WCB Holdings and received 80,860 class A
4Minn. Stat. Ann. sec. 322B.155 in effect in 1996 generally
provided voting rights for any class of membership units, whether
or not the articles of organization provided such units voting
rights, only if the rights or interests attached to that class
could be affected by a proposed change.
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