-54-
Mr. Howard testified regarding the tone of the conversation
when Mr. Helme first asked him to look into the possibility of
participating in a business trust transaction: “It was a matter
where we were going to take substantial portions of a series of
trusts and put them into a business trust where we would not have
the immediacy of control and liquidity that we had at the moment
to meet the needs of the beneficiary. That’s not an
insignificant matter to review”. Similarly, the initial March 6,
1997, memorandum from WTC to Mr. Sweeney memorializing issues of
concern to WTC explained the impetus for obtaining consents from
involved beneficiaries as follows:
Each trust’s interest in the DBT will be non-marketable
for a period of time, perhaps beyond the termination of
a trust. WTC would not normally invest marketable
assets so as to cause them to become illiquid. The
beneficiaries of the trust who are “sui juris” should,
therefore, consent to this investment. To the extent
these illiquidity concerns can be minimized by
structuring the DBT so as to allow pro rata
distributions on the occurrence of certain events,
e.g., the death of one of Mr. Schutt’s children, this
should be done.[11]
Notes made by Mr. Sweeney of a September 4, 1997, meeting with
decedent, Mr. Howard, and Ms. Hickok likewise reflect continued
emphasis by WTC representatives on the need for beneficiary
consent in conjunction with issues related to the duration of the
business trusts. As a final example, in Mr. Howard’s November
11 The Court notes that this suggestion pertaining to
distributions would manifestly have conflicted with decedent’s
objectives and was not incorporated.
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