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Carpenter/Schutt family office. Among other things, he advised
Schutt family members on investment and business matters and had
been employed by the family since 1973. Mr. Sweeney, a member of
the law firm Richards, Layton & Finger, P.A., during this period
served as decedent’s attorney on tax and estate planning matters.
Decedent had been a client of Mr. Sweeney since 1967.
Among the considerations providing an impetus for this
potential restructuring of decedent’s assets, Mr. Sweeney and/or
Mr. Dinneen recall discussing: (1) Decedent’s concerns regarding
sales by family members of core stockholdings and his desire to
extend and perpetuate his buy and hold investment philosophy over
family assets; (2) the need to develop another vehicle through
which decedent could continue to make annual exclusion gifts due
to exhaustion of available units in the family limited
partnership for this purpose; and (3) the possibility of
valuation discounts. Following the initial discussions with
decedent, Mr. Sweeney and Mr. Dinneen undertook to investigate
possible alternative entity structures for decedent’s assets.
Over the course of the next 15 months, a process of meetings,
discussions, and research, extensively documented in letters,
memoranda, and notes, took place and culminated in the formation
of Schutt I and II on March 17, 1998.
On January 27, 1997, Mr. Sweeney sent to Mr. Dinneen a
letter enclosing a memorandum entitled “CONSIDERATIONS RELEVANT
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