Blended Families - Does my business need a will
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Transcript of Blended Families - Does my business need a will
Liability Limited by a Scheme approved under Professional Standards Legislation. © 2015 Merthyr Law.
BRISBANE | GOLD COAST | LENNOX HEAD
Level 2, 247 Adelaide Street, Brisbane, QLD 4000 | merthyrlaw.com.au
> ESTATE PLANNING > SELF MANAGED SUPER FUNDS > BUSINESS STRUCTURES > TAXATION > COMMERCIAL > FAMILY LAW
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Blended Famil ies: Does my business need a wi l l?
Steven Grant LLM, LLB, F FIN, CTA
Liability Limited by a Scheme approved under Professional Standards Legislation. © 2015 Merthyr Law.
First recorded unprepared heir
The Prodigal Son
Acknowledgement - ©2014 The Williams Group All Rights Reserved.
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Acknowledgement - ©2014 The Williams Group All Rights Reserved.
Blended distrust
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Fixes
Acknowledgement - ©2014 The Williams Group All Rights Reserved.
“I have been writing estate plans and trusts for many years and have learned that I cannot write an estate plan that ‘fixes’
your kids . . .”– Nancy Henderson, Attorney at Law STEP LA, May 2009
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• Mark re-marries Amelia who has two children from a pervious marriage David (21) and Brian (19).
• Amy and Mark directors.• David works in the business.• Amy is a stay-at-home mum.
Sarah & Mark + Amelia
David Brian
Mark
Steel Pty Ltd
AmeliaSarah
50%
50%
FrankAmy
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Mark Dies
Mark’s will gifts his shares to Amelia.
Steel Pty Ltd
AmeliaSarah
50%
50%
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The Issue
Neither Sarah nor Amelia have 50+%. Amy only continuing director
Steel Pty Ltd
AmeliaSarah
50%
50%
Amy - director
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The Issue
• Amy increases her salary because she is now sole director
• Suspends dividend payments
• Sarah and Amelia need income
• Sarah and Amelia cannot agree on a replacement director or who will run the business
•David only person who can operate business – will resign unless dividend to Amelia continues
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Common Issue
Tyres Pty Ltd
JohnAdmin and Marketing
BobOperations
50%
50%
• Both directors• Both work in the business
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Bob Dies
Tyres Pty Ltd
JohnSole DirectorBob’s wife
50%
50%
• John refuses to offer Bob’s wife a job or allow her to be a director• John promotes his son to Operations Manager
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Solution – business will
Plan made before death
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Fexuto Pty Ltd v Bosnjak
Facts
• Bob and his brothers were shareholders in a holding company that operated Westbus Group (the largest private bus company in Australia).
• Bob held 28% of the shares and his brothers held the remainder.
• Bob was increasingly alienated from the decision-making.
(2001) NSWCA 97
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Held
• Bob did not have a right to veto decisions of the company
• The majority shareholders actions as a total were held oppressive, therefore Bob was entitled to require the majority to buy his shareholding at value.
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Shamsallah Holdings
Owen J in Shamsallah Holdings v CBD Refrigeration and Air Conditioning Services [2011] WASC 8, held that the directors actions in paying themselves excessive remuneration while restricting the payment of dividends (which had been paid for a number of years prior) was oppressive conduct.
“If the salaries are unjustifiable then it can be seen as an element of unfairness and ripping off the company and shareholders.” [30]
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Hancock v RinehartFamily
Lang
Gina Rinehart Frank RinehartGreg Milton(Hayward)
Bianca John Hope Ginia
Daughter
Hancock v Rinehart [2015] NSWSC 646
Hope
First husband Second husband
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• Lang Hancock was the trustee of the Hope Margaret Hancock Trust (“the Trust”).
• Cl. 5 – Income was to be used for ‘the education, advancement and benefit of the children of Mrs. Rinehart’.
• Cl.6 - The trust was to vest on the date on which the youngest of Mrs. Rinehart’s surviving children attained the age of 25.
• Mrs. Rinehart became trustee of the trust on the death of Lang Hancock in March 1992.
• The trust is estimated to be worth $5 billion.
Background
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Facts
• Mrs. Reinhart amended the Trust to limit the beneficiaries to her ‘immediate bloodline’.
• Three days before the trust was set to vest Mrs. Rinehart wrongly informed the beneficiaries that if the property was to vest they would need to pay CGT of $142 million, a value that would bankrupt them.
• Mrs. Reinhart amended cl. 6 extending the vesting day until 2068 pressuring the beneficiaries to agree so they would avoid CGT tax and bankruptcy.
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Plaintiff’s Claim
• The Trust be reinstated to the original terms.
• Sought an order removing Mrs. Rinehart as the trustee.
• That the Court appoint Bianca as trustee.
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• Given the risk of matrimonial litigation in the event of a marriage breakdown, the first amendment was consistent with avoiding any risk of triggering a change of control and did not indicate any ulterior purpose - held binding [103].
• The Court gave weight to Mrs. Rinehart’s desire to keep the trust monies in the family, and considered the variation appropriate in the circumstances.
HeldNarrowing beneficiaries
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Held
• Was not determined because Gina vested the Trust on 30 April 2012
Extend vesting date
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Held
The court has the power to appoint a new trustee upon application to the court “whenever it is expedient to do so.” The court is to consider amongst other things:
• The wishes of the testator, express or implied.• The trustee should not have a view of promoting the interests of
beneficiaries in opposition to the wishes of the testator.• Whether the appointment would promote of impede the execution of the
trust.• Welfare of the beneficiaries.
New Trustee
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Held
Mrs. Reinhart argued that a licensed trustee company be appointed, while the plaintiff’s submitted Bianca be appointed.
The proposed trustee companies did not provide adequate assurance of independence from the ability to resist the influence of Mrs Rinehart and there was potential for Mrs Reinhart to acquire influence.
On the facts of this case, the trust instrument was interpreted as a desire to keep the trust in the family. Bianca as a trustee was desired by at least two of the beneficiaries.
Bianca was appointed
New Trustee
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Hitchcock v. Pratt
• Deceased died in 2009, resided in Victoria
• Survived by wife, the executrix
• Hitchcock had a relationship with the deceased and had an ex nuptial
child, Paula
• Hitchcock and Paula bought a Family Provision claim under the
Succession Act 2006 (NSW)
• Sought notional estate order
Facts:
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Facts
• Deceased owned no real estate in New South Wales
• Four properties in New South Wales owned by companies controlled by
a Trust where:
• Deceased, his wife and Hitchcock were not beneficiaries
• Deceased was a director of the company that owned the property
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Wife’s Application
• Executrix applied for summary dismissal of proceeding:
• No relevant property transaction – s75(1)
• Not a beneficiary – s 83(1)
• Exceeded constitutional power, could not apply to property outside of NSW
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Decision
• Brereton J summarily dismissed the proceedings
• Being a director under s76(2)(a) was not enough because fiduciary duties
owed to shareholders and deceased not a shareholder therefore no relevant
property transaction within s75(1)
• In respect of control of the Trust – as deceased or applicant not a
beneficiary, therefore s83(1) could not be satisfied
• (Above as no doubt the result of some careful estate planning advice)
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Jurisdiction
• Act could only have jurisdiction
• non NSW resident if movable property in NSW
• No jurisdiction to non NSW immovable property if person was a non resident
• Hitchcock & Anor. v. Pratt [2010] NSWSC 1508
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Pratt No 2
• This time claim in Contract
• Deceased made promises
• Leave escort industry in 2003
• Become non exclusive mistress
• In exchange
• $500,000 per annum
• Accommodation
• Trust fund for children
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Defences
• Certainty
• Intention to create legal relations and social and domestic arrangement
• Could deceased enforce bargain, i.e. Claimant not return to escort
business
• Contract void public policy
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Other Issues
• Estoppel
• Accord and satisfaction and earlier release
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Judgment
• Uncertain
• Void public policy
• Estoppel failed, no detriment
• Also had been accord and satisfaction
Ashton v. Pratt (No 2) [2012] NSWSC3
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• Plan for every contingency
• Loss of control
• Cost – duty, tax and maintenance
• Will it work
Planning
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No Plan
• Failing to plan for the death/incapacity of the business owner will often give rise to litigation, more-so in blended families.
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Tools For Business SuccessionPlan will include:
1. Shareholder/Unitholder/Governance Agreements
2. Family Law
3. Trust
4. EPA and Guardianship
5. Super
6. Causes
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1. Governance Agreements
• Agreement
• Constitution
• Pre-emption
• “Beirat” or Family Agreement
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Beirats/Family Agreements
• Popular in Germany
• 90% of SME have a Beirat on death of Principal
• Australian equivalent combination of an advisory board and family constitution
• Becoming more popular here
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Typical Beirat• Board
• “advisory board” become “the board”
• Lock in Period
• Board cannot be altered for 2 years from death
• Shares, business or control of same cannot be sold for 2 years from death
• Board to consider in the 2 years whether a family member has ability to run business
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Document
• Agreement between family members
• Integrates with the constitution or trust deed
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Advisory “Board”
• Accountant, lawyer, banker, industry expert, independents
• Capacity is not that of a formal director, do not make decisions
• Deep knowledge of structure, finance and operations
• Not to govern until death
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Why Two Years?
• During uncertain period to provide some stability
• Emotional time for family
• Independent review of business
• Independent review of family, possibility of succession of control. If not ready the business for sale
• Convert active assets to passive income stream for family
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Why?
• Second, third, plus generational businesses
• Large bedding company
• Started by grandfather
• Seeded to two sons of five children
• One son four children, the other five
• Nine cousins
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Bedding Example
• Family constitution
• MD appointed on ability (currently a family member)
• Each family member has a ‘right to a job’ but based on qualification and ability
• Independent board, family board disbanded
• Moving to a corporate model and ultimately public offering
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Hotel
• Pub is an icon, income good but limited
• Father started, passed away
• Mum still alive, in her 90s in a home
• Six children, four have predeceased their mother
• Predeceased children left dependant spouses and children
• Two children operate the hotel• On mum’s death, who will control and what of dependant spouses and
grandchildren
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Naive Children
• Father ran two children’s life
• Father died, left the children in control
• Children not qualified, no experience, unaware of litigation, unaware of
value of estate
• No succession of control
• Uncertainty and raw emotion from death generate bad blood
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Naive Children
• Advisory Board
• Board could have assessed children, been aware of the business and
litigation
• Board resolve litigation, sell business and divide and put in place passive
income stream for children in independent hands
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2. Family Law
• Financial Agreements• Stephen Burke from Certus Law will cover in Session 4.
• ‘Intact’ Stanford type applications – Polik v. Polik
• Adjournment
• Spousal maintenance
• Interim orders
• Injunctions
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Polik v. Polik [2012] FamCA 335
• Application by husband in an ‘intact’ marriage
• Devout Catholics
• Had a troubled marriage
• Husband the steward of a large family business, run for benefit of
parents, siblings, their children
• Husband wanted a BFA wife declined
• Sought s79 adjustment
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‘To Save the Marriage’
• Seeking orders to ‘save the marriage’
• Might be a way to force business succession
• s78 declaration or s79 adjustment
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Polik Scenario
• Parties to second marriage happy and intact• Husband 20 years older than wife• Husband retiring from business, wanted his wealth to pass to adult
daughter from the first marriage• Business value of in excess of $50 million • Wife wanted to take sole control and expand, wanted that to pass to her
children • Complicated corporate structure
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Polik Scenario
• Restructure to achieve husband’s and wife’s goals had significant:• Duty• Income tax• CGT
• If s79 order made then:• Certainty• No duty (conflict between s90 of the Family Law Act and some State Duty
Acts – for example Qld s420(1) Duties Act 2001)• No CGT
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3. Trusts
• Contingency• Dwyer v. Ross (1992) 34 FCR 463• Richstar v. Carey [2006] FCA 814
• Control• Inter vivos
• Sub trusts, trust splitting
• New trusts
• Amending trusts or settling new trusts to overcome notional estate –
Hitchcock v. Pratt [2010] NSWSC 1508
• Leave to Matthew Burgess – Session 10.
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Montevento Holdings(2012) HCA 48
Facts: • The trust deed stated “if and so long as any individual appointer is a
beneficiary that individual shall not be eligible to be appointed as a trustee.”
Beneficiaries
Discretionary Trust
Beneficiary appointed his company as trustee of the discretionary trust.
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Appointor:
Dad Mum One son
Held:
• an individual is distinct from a company even when that individual is the sole shareholder and director.
• the appointment was valid.
Montevento Holdings
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Mercanti v Mercanti [2015] WASC 297
Facts – The case concerned the validity of deeds of variation for two discretionary trusts. The existing appointer Michael was replaced with his son Tyrone.
The MMF trust amendment power allowed the trustee to “vary all or any of the trusts terms and conditions” –
Held - The variation was valid. The FW trust amendment power only allowed the trustee to “vary all or any of the trusts” –
Held - The word ‘trusts’ did not extend to the appointment clause and the variation was invalid.
Mercanti v. Mercanti
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Father planning80cancer
79Mum (starting to lose it)
Ran business with sister’s
husband
Uncertainty Hippie Disabled
Many grandchildren
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Father Succession
Appointor
Company
Family Trust
(pre CGT)Business $20 million +
100%Shares
1970s deed
(father)
Significant issue with the Trust Deed
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Plan
Mum
Super
DisabledDaughter
Company
Family Trust
1 2 3 1 2 1 2 1 2
AppointorDaughter
AppointorDaughter
AppointorDaughter
AppointorSon
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Family Agreement
• Executed by all entities and controllers
• Father’s estate nominal
• 3/9ths of business income plus 1/4 of all other income to son
• 2/9ths plus 1/4 to daughters
• Father and son to manage, then son day to day
• Decision-making, disputes and exit all dealt with in an Agreement
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Good Trustee• diligent
• unbiased
• sensitive
• wise investor
• forecast the future
• psychologist
• family mediator
• value fees
• knows family well
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Good Trustee
However if found
• Relatively simple discretionary trust will provide:
• flexibility
• protection
• will not be alter ego
• will not be property
• good tax outcome
• relatively cheap to administer
• wise counsel
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Even With a Good Trustee
NB
• It will be a loss of control to the spouse or children
• Need to be checks and balances
• A Trust is my preferred succession structure
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4. EPA and Guardianship
• Individuals
• Companies
• Power of attorney
• Trustees
• Delegation
• Leave to Robert Monahan – Session 6 this afternoon
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5. Super
• Important
• Covered by Angela Cornford-Scott in Session 5 and Scott Hay-Bartlem
in Session 7.
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6. Causes
Anticipate:
• unconscionable conduct and proprietary estoppel
• constructive trusts and joint endeavour claim
• statutory will application
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Nolan v. Nolan [2014] QSC 218
• Tony oldest of six children
• Family operation
• Donna sought adjustment in respect of Brian’s and Majella’s property
Brian Majella
Tony Donna
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Donna
• Brought claim in
• estoppel
• joint endeavour
• Estoppel failed, promise not certain.
• Joint endeavour succeeded
• Trust declaration made
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GAU v. GAV [2014] QCA 308
• Statutory will application
• Conflict with FLA?
• Trust declaration made
• Daughter-in-law and son separated
Dad Mum
SonDaughter-in-law
Married 17 years
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Issue
• Existing asset pool was $1 - $1.2M
• Father applied to alter mum’s will to establish
testamentary trust for son and grandchildrenMum
Son
$6M assets to son
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• Difficult to anticipate all claims against what might be bought if there is a
conflict between family members
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• None of us choose our parents but functioning adults can choose
whether or not they have children
• ‘The price the deceased paid for passing his assets tax free to his
nominated beneficiaries was acceptance of the statutory duty’ to make
adequate provision for all his claimants
(Mead v. Lemon [2015] WASC 7)
Don’t Plan
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Mead v. LemonMichael WrightDOD 2012 74 yrs
First WifeDivorced
Daughter – 2nd defendant1971Daughter – 3rd defendant1973
Son - deceased
Second WifeDivorced
Third WifeDivorced
No children
No children
Elizabeth Mead
Fourth Wife - MaryMarried 1997 No children
ApplicantOlivia Mead1995
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Mead v. LemonApplicantOlivia Mead1995
Defendant 1ExecutorLemon
Defendant 2Daughter
Defendant 3Daughter
(residuary beneficiary)
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• $800 million to $1 billion
• Executor distributed all of estate bar $45M
• (His Honour not happy – no court approval sought)
Size of the Estate
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• 19 years old
• left $3M in a trust
• ‘a real prospect it will never vest’
Ms Mead
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Claim by Ms Mead
• A ‘cozy’ house worth $2.5 million,• ‘Fashion accessories’ worth $298,400,• A diamond-encrusted bass guitar worth $250,000,• A $1.53 million crystal-covered grand piano,• An Audi A4 and a Toyota Tarago van for when she has children,• A $100,000 wedding,• $40,000 a year for holidays,• $150 a week for wine,• $20,000 each year to keep a dog, a rabbit, a ferret and a Mexican
walking fish,• Five pairs of shoes valued at $5,000 every year and 20 pairs valued at
$300 every year for the rest of her life.
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Claim
• totalled $25 million
• reduced by His Honour during the hearing to $12 million
• His Honour then awarded $25 million
• beware executors who do not respect the process and court
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Executor
• had distributed bulk of the estate
• not applied to the court for a direction in this regard *
• appointed a new trustee to ‘Ms Mead’s Trust’ without consultation with her
• other admissions, undertaking and payments highlighted the uncertainty surrounding the Trust
*s96 Trusts Act 1973 (Qld), s92 Trustees Act 1962 (WA)
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The Succession Plan Design Matrix
The business and asset
structures and tax
considerations
Management interests of family and non-family
The business and asset
holding interest
Your personal and family goals and objectives
The business and asset
succession plan
Acknowledgement - ©2015 Peter Bobbin.
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No Plan
Acknowledgement - ©2015 Peter Bobbin.
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Questions