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would be inconsistent with the normal treatment of
investment partnerships for tax purposes. * * *
In addition to the foregoing, we have examined
certain federal and Delaware security law aspects of
creating such a business trust. There may be both
state and federal filing requirements to consider.
However, these requirements will be somewhat limited if
it can be illustrated that each investor is a “credited
investor,” * * *
* * * * * * *
Once we are certain that you are in agreement with
structuring the business trust as generally indicated
above, then we will go back to the Wilmington Trust
Company and try to work out with them in more detail
the issues they have raised and the proposed solutions
in connection therewith.
On August 27, 1997, Mr. Sweeney met with Mr. Dinneen and
decedent to review whether, given the preliminary work completed
to date, decedent was willing to proceed with the transaction.
Decedent indicated a willingness to do so, but during the
meeting, several points were emphasized: (1) The trust should be
structured so as to avoid the “investment company problem”; (2)
decedent wished to be the trustee, with his son, son-in-law, and
perhaps even their wives as successor trustees; (3) decedent
wanted to ensure that fees to be received by WTC for serving as
both trustee of the WTC trusts and custodian of the business
trust assets would not result in “double dipping” and thereby
exceed fees currently being charged; (4) the trust arrangement
should be such that only precontribution gain, and not
postcontribution gain, was allocated solely to the contributing
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