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instance, at Mr. Sweeney’s direction, Cynthia D. Kaiser analyzed
potential securities law issues attendant to the proposed
transaction and Julian H. Baumann, Jr., researched partnership
income tax matters broached in WTC’s March 6, 1997, memorandum.
In addition, discussions and negotiations between Mr. Sweeney and
WTC representatives, in which Mr. Howard took the lead role on
behalf of WTC, continued in the form of letters, telephone
conversations, and other meetings. Mr. Sweeney and Mr. Dinneen
also communicated regularly about issues that arose, as phrased
in one letter, “in connection with our pursuing the Delaware
business trust for Porter and his family in order to make certain
that those entities with respect to which Porter has investment
responsibility are being managed in a consistent manner.”
Decedent was likewise kept informed regarding the status of the
discussions and negotiations. For example, a letter to decedent
from Mr. Sweeney, dated July 14, 1997, explained as follows:
I apologize for the delay in getting to you this
letter which outlines the structure for a Delaware
business trust. There are still a number of issues
which need to be addressed and worked through with the
Wilmington Trust Company, and we will proceed to have
further discussions with them in this regard.
The purpose of the Delaware business trust would
be to have under one document all of the trust assets
of which you are either the direction or consent
investment advisor, including a substantial portion of
your own portfolio presently held in your funded
revocable trust. In this manner, there could be a
consistent investment policy with respect to the assets
in which the Schutt family has an equitable interest
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