Estate of Charles Porter Schutt, Deceased, Charles P. Schutt, Jr., and Henry I. Brown III, Co-Executors - Page 21

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               On February 10, 1997, Mr. Sweeney sent a memorandum to                 
          Kathleen E. Lee, another attorney at his firm, asking her to                
          research certain issues with respect to the potential business              
          trust transaction.  He also summarized therein as follows:                  
                    The present concept that is being considered is                   
               that Porter would put up $40 million of his portfolio,                 
               and between trusts 2064 and 3044-5, 3044-6 and 3044-8,                 
               the Wilmington Trust Company would put up approximately                
               $42 million.  The net effect would be that Porter’s                    
               funded revocable trust would then have a minority                      
               interest in the business trust, and possibly at                        
               Porter’s death, we could obtain both lack of                           
               marketability and minority interest discounts with                     
               respect to Porter’s interest in the Delaware business                  
               trust.                                                                 
          He further noted:  “it is anticipated that Porter Schutt will at            
          some time in the not too distant future after the transaction is            
          implemented commence to give away to his children in the form of            
          taxable gifts interests in the Delaware business trust.”                    
               Ms. Lee responded to the following four questions by                   
          memorandum dated March 5, 1997:                                             
                    1.   If our client and the Wilmington Trust                       
               Company contribute investment portfolios consisting of                 
               marketable securities into a Delaware Business Trust,                  
               would such contributions give rise to investment                       
               company status under � 721(b) of the Internal Revenue                  
               Code of 1986, as amended (the “Code”) such that a                      
               realization of gain must be recognized upon the                        
               creation of the Delaware Business Trust?                               
                    2.   Can the Delaware Business Trust make an                      
               election under � 754 of the Code to increase basis in                  
               the underlying assets of the Delaware Business Trust?                  
                    3.   How should the Delaware Business Trust be                    
               structured so that the entity will continue after the                  
               death of our client?                                                   





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