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how to facilitate a corporate liquidity event for Empak. Mr.
Boyle drafted a memo and a checklist detailing the specific steps
of the plan to position Empak for a corporate liquidity event.
Many of the steps in the checklist were completed. First,
Empak formed Emplast, and Empak distributed its stock to
decedent. Second, incentive stock options were established.
Third, decedent and ISA Trust transferred their stock in Empak to
WCB Holdings, and in exchange each received interests in WCB
Holdings proportionate to the number of Empak shares they had
contributed. Fourth, Empak International merged into Empak.
Decedent was in good health until his sudden death in 1998; never
was his health a reason to accelerate the completion of these
steps.
The positioning and structuring of Empak to facilitate a
corporate liquidity event was also beneficial for decedent and
ISA Trust. ISA Trust held a single asset, Empak stock. The
value of the shares held by both decedent and ISA Trust was
maximized by positioning Empak to attract potential investors.
Moreover, the potential market for the Empak shares was
increased. These facts together support that positioning Empak
for a corporate liquidity event was a legitimate and significant
nontax reason that motivated the Empak shareholders to create WCB
Holdings.
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