It's not what you sign, but where you sign
In my early years of practice (almost 30 years ago), I was fortunate to represent an outstanding young couple, Jack and Mary. When we first met, they had been married about seven years and had five young children.
Jack was an unusually talented businessman and had founded a company that revolutionized a segment of the auto industry. Mary was no slouch herself. She worked side-by-side with her husband in running their business, which became quite successful. Unfortunately, at age 44, Jack died suddenly of cancer. Mary and the children were in shock. Mary and Jack had made many plans and had many dreams to continue their active life together. They rightfully expected ongoing financial success.
It was my job to probate Jack's estate. Typical of private company owners, most of what Jack owned was the stock in his company. He left 51 percent of his shares outright to Mary and 49 percent of his shares in trust for his five children, with outright distributions to the children of the stock or proceeds of the sale of the stock, to be made at certain designated ages, beginning when the youngest child turned 30. Mary was the co-trustee of the trust for the children, along with a corporate co-trustee. The trust ended when the last of the distributions were made, roughly 10 years after the youngest child turned 30.
Mary became president and CEO of the company, and, despite the terrible pain of her personal loss, she stepped up to the plate. She turned out to be a shrewd, competent and visionary business leader.
After Jack's death, the company tripled in value while Mary was, with the consent of the corporate co-trustee, in almost total control of the company. Eventually, after enough years had passed, the children owned outright their proportionate shares of the company stock. The company had again tripled in value and offers began to come in to purchase the company. All five children were on the board of directors and Mary, of course, was chairman.
Wanting a stake in the rapidly growing company, one prospective purchaser offered to buy it for a handsome figure. The purchaser was willing to acquire the children's 49 percent alone, but still for a good price.
At a special board meeting, the children informed their mother that they intended to sell their shares. Mary thought the offered price, even for a minority interest, wasn't enough. The children disagreed.
A defining moment then occurred. Mary took the company checkbook that was used to pay the children's salaries and other company expenses and threw it on the middle of the boardroom table. I will never forget the words she said: “You sign the checks on the back. I sign the checks on the front.” The children rather quickly decided they wouldn't sell their shares. The purchaser then offered to buy the children's shares only if Mary continued to run the company. It understood what Mary brought to the table as an extraordinary businesswoman.
Although that sale didn't go through, the story has a happy ending. When the entire company finally was sold, the children received 2,000 percent more for their shares in the sale than had been offered to them earlier. So it's true. It's not always what you sign, but where you sign.
Roy M. Adams is currently a solo practitioner working as a special advisor to high-net-worth families throughout the world, bank trust departments and trust companies in the United States and law firms practicing in the trusts-and-estates field