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control. See Weber v. Commissioner, supra at 388; James v.
Commissioner, supra at 1301.
Many of the facts and circumstances of this case demonstrate
RHB exerted control over petitioner. RHB, Mr. Rice, and Mr.
Heard supervised petitioner in the performance of his fiduciary
duties until he became a shareholder and director, and petitioner
was subject to annual review. Section 1 of the employment
agreement required petitioner to perform duties as assigned to
him by RHB and required him to perform such duties “subject
always to fiduciary constraints and to the direction and control
of the Board of Directors of [RHB]”. (Emphasis added.) RHB
required petitioner to keep regular business hours. RHB required
petitioner to keep other trustees informed of what he was doing.
RHB’s investment committee reviewed all trust accounts, including
those petitioner managed, three times per year and had to approve
trades made by the fiduciaries. If the investment committee
objected to the trade, the trade would not be placed even if the
trustee of that trust objected. In 1991, Mr. Rice told
petitioner that the fiduciaries were expected to follow the
majority vote of the investment committee. RHB required
petitioner to seek counseling, and Mr. Rice and the psychiatrist
determined when the counseling would end.
Petitioner often objected to the control asserted by RHB,
and this dispute apparently led to petitioner’s termination and
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