BUILDING A SUCCESSFUL SUCCESSION PLAN · 2 building a successful succession plan MANCHESTER CAPITAL...

BUILDING A SUCCESSFUL SUCCESSION PLAN

Challenges and tips to building a successful succession plan.

ISSUE 03

CONTENT

Building A Successful Succession Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Comprehensive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Start Macro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Leave No Stone Unturned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Include All Your Professionals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Uni or Multi-Generational . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Dealing with Tough Issues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Coordination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Across Entire Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Among Professionals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Tenure of the Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Communication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

How to Communicate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

When to Communicate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

What to Communicate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Selecting Fiduciaries/Decision Makers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Spouses, Family Members and Friends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Professional Advisors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Professional and Corporate Fiduciaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Multiple Fiduciaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

Pulling It All Together . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

3manchester capital management, llc does not provide tax or legal advice. please consult your tax and legal advisors.2 building a successful succession plan

BUILDING A SUCCESSFUL FAMILY SUCCESSION PLAN IS LIKE STARTING A BUSINESS

COMPREHENSIVE

Start Macro

Key to any succession plan is for the plan and the approach to be comprehensive. The first step is to identify family goals and wishes: What are the short-term and long-term goals? Who is setting these goals? What is driving these goals?

We find families with successful succession plans start with the big picture . They ask themselves,

“What are our current and future goals? What are the important elements and the drivers? Wealth transfer? Responsibility? Taxes? Legacy?”

BUILDING A SUCCESSFUL SUCCESSION PLAN

In our first paper in this series, Succession Planning – A View From the Top, we discussed why comprehensive generational succession plans are not being universally created despite their importance.

In our second paper, Educating and Informing the Next Generation, we discussed educating and informing the next generation of family leaders.

This paper addresses the third step in creating a successful inter-generational succession plan, the building of the plan.

This paper focuses on three equally important elements in constructing and executing a plan, the three C’s:

Comprehensive Coordination Communication

COMMUNICATION PHASE Educate the desired principals and other interested parties

EXECUTION PHASE Bringing together the idea and the participants in a coordinated and comprehensive fashion

CONCEPT PHASE

Identify the business idea, the goals, pitfalls and requirements


How do issues like education, family businesses, charitable giving, etc ., come into play? Are taxes or tax savings important? If so, how important? What is the appetite for complexity? How about equal treatment? Do future generations need to be included, provided for and treated equally? How does the family define equal treatment?

Leave No Stone Unturned

A comprehensive plan should include all financial and non-financial aspects affecting the family. Often, we see families compartmentalize their approach . Today the focus is estate planning, tomorrow investments, and next week education . However, we believe this compartmental approach is not the most effective. Instead, look at what the family has done in a comprehensive fashion . Perform a wealth audit (see page 6, To Get Somewhere You Must Know Where You Started) . Pair what has been done with the objectives .

“It’s harder to stay on top than it is to make the climb. Continue to seek new goals.”

PAT SUMMITT

“If you want to live a happy life, tie it to a goal, not to people or things.”

ALBERT EINSTEIN

“We aim above the mark to hit the mark.” RALPH WALDO EMERSON

“Setting goals is the first step in turning the invisible into the visible.”

TONY ROBBINS

THE MAP ROOM

Brainstorming and mapping out the big picture items is one of the most effective ways to help identify and prioritize family goals .

Big picture items might include:

UNI-GENERATIONAL OR

MULTI-GENERATIONAL PLAN

TAX SENSITIVITY

PHILANTHROPY

EDUCATION

FAMILY BUSINESS SUCCESSION


An audit is a comprehensive, systematic and independent examination . Businesses, foundations and governments all perform audits . Families should also perform audits . A wealth audit is a comprehensive review and analysis of a family’s wealth plan . Such audit comprises a full review of a family’s taxes, estate plan, liability insurance, life insurance, investments, as well as personal assets . In addition, it incorporates intangibles such as a review of wishes, roles, responsibilities and obligations . Performing a wealth audit as an initial step in constructing an intergenerational succession plan is a great first step.

TO GET SOMEWHERE YOU MUST KNOW WHERE YOU STARTED!

A COMPREHENSIVE REVIEW OF:

ESTATE PLAN

INVESTMENTS

LIABILITY INSURANCE

LIFE INSURANCE

OBLIGATIONS

PERSONAL ASSETS

RESPONSIBILITIES

ROLES

TAXES

WISHES

Include All Your Professionals

Professional advisors are an often under-utilized, or maybe better put, mis-utilized resource . Most people have an estate planning attorney, insurance advisor, accountant, investment advisor as well as other advisors .

But when is the last time all the advisors were brought together for a brainstorming session? When were these advisors called upon, not because there was a specific need, but instead to have a general discussion of goals and plans? A meeting of all advisors often will result in the creation of the best ideas and can be beneficial to the execution of the most comprehensive plan .

Estate planning attorney

Financial advisors

Accountant

Life insurance consultant

Property, casualty and liability insurance consultant

Business advisors

Family office consultants

Business manager

Family board members

GETTING THE TEAM TOGETHER!Have you ever seen a football team that only practices with the offensive linemen? Sure, the linemen might have their own practice to work on their specific craft. However, it is only when all team members are brought together that a comprehensive and well executed game plan can be established .

The same is true with creating a successful and sustainable succession plan . We feel different advisors, with different skills and experiences, should be brought together to help you develop and implement your plan . Each advisor is not required for every aspect of creating and implementing a plan, but we believe getting input and involvement from a broad set of your advisors will be very beneficial.

POTPOURRI OF PROFESSIONALS


Uni or Multi-Generational

When planning, it must be decided what the future comprises . Is the future the next generation or is it the next several generations? We have seen successful planning focused on both . There is no right or wrong approach, but each has its own potential pros and cons . Creating a uni-generational plan is simpler and deals with more knowns (i .e ., children of the senior generation, current laws, etc .) . However, because of its very nature (focusing on only the next generation), it is limited in its duration and only provides for succession in a limited fashion . On the other hand, creating a multi-generational plan can provide a road map and help a family succeed for multiple generations . Establishing a multi-generational plan will be more complex and decisions will require incorporating many unknowns such as unborn children, future laws, etc .

Dealing with Tough Issues

Every family faces tough issues . Dealing with these issues when creating a succession plan is vital . Successful families don’t avoid tough issues, instead they discuss them and figure out how to incorporate them into their family succession plan .

For example, are spouses included? Are they all provided the same information? Are they all involved equally? How about second marriages? How about “non-desired” spouses?

A COMMON FACTORWhen creating a plan and deciding whether the focus is on the next generation (uni-generation) or on multiple generations (multi-generation), one common factor exists . That common factor is the importance of making sure the next generation is engaged, informed and involved as they are the direct and immediate link to the senior generation .

GET OUT THE WHITEBOARD!Just like diagraming an organizational chart in a corporate board room or a game plan in the coach’s room, brainstorming around a whiteboard can help structure your family’s succession plan . Use a whiteboard, engage advisors, invite family members and brainstorm .

THERE IS AN ELEPHANT IN EVERY ROOM

TOUGH ISSUES THAT SHOULD BE ADDRESSED

SPOUSAL INCLUSION AND INVOLVEMENT

FAMILY DISCORD

“FAVORITE” CHILDREN

SPECIAL NEEDS AND HARDSHIPS

INCAPACITY

ILLICIT BEHAVIOR

FINANCIAL EQUALITY/INEQUALITY

LIFESTYLE CHOICES


Among Professionals

Generally, the failure of separate pieces of a plan not working together starts with a failure to coordinate among all the professional advisors . This often happens because there is a sensitivity to cost (i .e ., hourly rates for the trusts and estates attorney, the real estate attorney, the accountant, etc .) . Another reason might be that professional advisors can often be territorial, and collaboration might be perceived as a threat to each individual advisor’s value . However, whatever the reasons for the lack of coordination, we find this approach results in a less than optimal outcome, or worse, a plan that simply does not work .

COORDINATION

Across Entire Plan

Too often we see plans that have very well constructed individual pieces, but when the pieces are brought together the overall plan does not work . It is important that the tax, legal, insurance and financial pieces of a plan work in unison and are directed towards the same goals . Documents and legal elements (e .g ., trusts, wills, insurance policies, etc .) need to be coordinated with tax planning and investment planning, and vice versa . Like a puzzle, even though each piece has a distinct place and role, all the pieces need to fit together for the full picture to emerge .

Incompatible elements

Tax inefficiency

Competing outcomes

Legal issues

Practical issues

Financial waste

Failure to optimize expertise and experience

Family discord and stress

THE PIECES DO NOT FIT TOGETHER

The Casper family has a family vacation house they would like to keep in place for future generations . The matriarch, Susan, works with her estate attorney to create a trust to hold the house . The trust is executed and Susan believes she has accomplished her goal . However, stopping here creates an incomplete plan . The property needs to be deeded into the trust and counsel (either the estate planning or real estate attorney) should be engaged . Property and casualty insurance coverage need to be addressed, and changes will be required (insurance consultants should be engaged) . The issue of future, and possibly current, funding of maintenance, upkeep and other expenses needs to be addressed (financial planner/investment professionals should be consulted) . Reporting for tax purposes needs to be addressed (accountants should be consulted) .

CONSEQUENCES OF AN UNCOORDINATED PLAN AND ADVISORS

CASE STUDY

Lack of a quarterback

Advisors can be territorial

Client fee sensitivity

Siloed approach – family and advisors

WHY DON’T PROFESSIONAL ADVISORS COLLABORATE?


The other approach is to focus on the next several generations, often considering descendants yet to be born . This approach is more daunting as it considers many unknowns . It also requires the involvement of those who are not quite ready to be contributors in the thought process because of age, maturity, etc . However, families who adopt this approach often share a common trait with those focused on a uni-generational plan; to concentrate on educating and informing the next generation. The difference is that in a multi-generational plan, the generations thereafter are taken into consideration and families often structure vehicles that are inclusive of them .

Tenure of the Plan

Unlike the coordination of the pieces of a plan or the advisors to the family, coordination across generations may not be necessary or desired . The concept is to look at the plan from a long-term standpoint, taking into consideration future generations or people yet to be born as well as events yet to have occurred . There tend to be two approaches, neither better or worse, and both with potential pros and cons:

(1) focus on the next generation (uni-generational), or (2) focus on multiple generations (multi-generational) .

Many families approach their plan with a focus on just the next generation and in doing so have created successful succession plans . The approach is generally to educate and arm the next generation and create a plan that will allow that generation to make decisions for themselves and for the generation thereafter . This approach generally does not consider generations after the next, nor does it consider events that are not currently foreseeable . The key to success with this approach is to educate and inform the next generation and to design a plan that incorporates flexibility to allow the next generation to make changes as they deem necessary .

THE POWER OF THE POWER OF APPOINTMENT

A powerful tool in planning is incorporating a power of appointment in trusts . A power of appointment is a legal right that is written into a trust agreement giving persons (generally beneficiaries) the right to alter the distribution of assets to the next generation or generations .

Although very beneficial and powerful, certain best practices should be considered:

Is the power broad or narrow?

What are the possible tax consequences?

How and when is the power communicated to the powerholder?

What, if any, guidance is given to the powerholder?

Open communication with the next generation

Early and continued involvement by the next generation

Focus on the next generation’s wishes, concerns, strengths, etc .

Flexibility in planning documents to allow for modification of terms and advisors

Communicate desire for collaboration Introduce advisors early

Appoint a quarterback Call a meeting Don’t fear additional cost Encourage a one-team mindset

CONSIDERATIONS FOR THE UNI-GENERATIONAL PLAN

HOW TO HELP ENSURE COORDINATION ACROSS PROFESSIONAL ADVISORS

NO CRYSTAL BALL

Among the more difficult elements in planning for future generations is dealing with the myriad of unknowns .

What will descendants in the future be like? What will investment norms be? How will taxes work? How will technology affect decisions? And so on.

For example, we have seen a trust drafted in the 1930s that limited investments to United States Treasuries . Would you do that today? Investment vehicles like private equity and hedge funds were not even an option then . The key to dealing with unknowns is to incorporate flexibility into the plan.


When to Communicate

You recognize the benefit of communicating. You see it is needed . You know how to communicate and have the tools and resources . You understand what you want to communicate . However, you are unsure when to communicate . For most, the question of

“when” is the most difficult. As planning is a process, communication is, too . Communication should not be a one-time occurrence. Instead, the first conversation is the start of the communication process .

Although there are many different approaches, we see benchmarking as being one of the more effective . Families use certain milestones as guideposts for when to start the communication process . Perhaps it is when a child attains a certain age . Perhaps it is the achievement of a certain goal such as graduating from college . Perhaps it is the termination of a trust or receipt of an inheritance . Perhaps it is some other milestone that is unique to your family . Whatever it is, remember consistency and flexibility, although seemingly at odds, are each important . It is critical to be consistent across recipients .

Communicate openly with all and do not play favorites . However, you need to incorporate flexibility into your communication plan . Levels of maturity – financial, personal and otherwise – should be considered .

What to Communicate

“What should I tell my children?” is a question we often hear . The answer is, there is no right answer . This is very personal and dependent on several factors including the age of children, their status in life, and their current knowledge of family wealth and wishes. Although circumstances differ for each family, there are some common approaches we see in successful families in tackling the “what” question . Just as there is no right or wrong answer, the answer is not all or nothing. Full finances, bequests and roles do not all have to be communicated or all communicated at one time . An easy place to start may be with wishes and expectations . Establish an informal timetable . Do what feels right .

COMMUNICATION

Communicating the plan is perhaps the most difficult step in creating a successful generational succession plan . For many families, the challenges are determining how to communicate, the best time for communication, and what information to communicate . In our experience these are not questions with a single right answer .

Instead, communicating the plan it is often a process that spans many conversations in multiple settings and takes place over a long period of time . We also have found that once the fear of discussing family wealth and succession is overcome, the dialogue often flows easily.

How to Communicate

Families communicate in many ways, with the most successful families generally adopting several distinct formats . Some of the more successful formats include one-on-one sessions, family meetings and family retreats .

Open forum sessions where both the senior and junior generations are involved in the discussions, establishing the agenda and leading some of the communication can be very powerful . We also recommend leveraging outside advisors and resources to help frame and take part in the conversation. We find outside advisors to be particularly helpful in setting the agenda, preparing materials and leading the discussion in partnership with the family .

THE FAMILY RETREAT, AN AGENDA IN EVERYTHING? Family retreats/meetings take many different forms, cover a wide range of topics and are structured in many ways . However, one common benefit we generally find is that they lead to more successful families . Some of the decisions to be made in preparing for a family meeting/retreat include:

LOCATION

Family home, retreat space, getaway location?

TOPICS

Financial, education, philanthropy, other?

ATTENDEES

All family members, spouses, outside advisors?

TIMING

Around holidays or special occasions, summer, other?

DURATION

Length and frequency?

FAMILY COORDINATOR

Who will handle coordination and planning?

The “what” to communicate to the next generation can have many elements . Items to think about:

Wishes and expectations

Family finances and wealth

Estate plan

Roles and responsibilities (executors, trustees, other)

Life and death wishes (end of life care, remaining in the house, cremation or burial, other)

THE RECIPE HAS MANY INGREDIENTS


Spouses, Family Members and Friends

When married, it is common to name one’s spouse as the fiduciary in all settings. Likewise, where there is no spouse, or when naming a successor to a spouse, we often see people name their peers or other family members . Although all of these make sense and can be beneficial, they can also be problematic. Some fiduciary roles, such as a trustee or an investment advisor, require specific skills that a spouse, family member or peer might not possess . Another issue is age . Appointing people close to you in age might be practical today but not down the road when they will likely be called on to act and might either not be available or able act . Alternatively, naming younger appointees can result in persons being asked to act when they are not prepared, do not have the maturity, or lack the required skills .

Professional Advisors

An alternative to naming family members and friends is to name one’s professional advisors, generally one’s attorney or accountant . These professionals frequently have characteristics that make them good appointees . They have relevant skills and experience, some intimate knowledge of the appointee and his or her family, and emotional independence from the family . However, professional advisors are not without their own issues including age and succession, lack of relationship with future generations and cost .

Professional and Corporate Fiduciaries

Another alternative, and becoming more common, is to hire a professional or corporate fiduciary. In this scenario, a person or corporate entity in the business of providing fiduciary services is appointed to act as a fiduciary. Usually, professional fiduciaries are

individuals who act as fiduciaries, where a corporate fiduciary is generally a bank or trust company with powers to act as a fiduciary. Appointing either a professional or corporate fiduciary can be beneficial as they will have the requisite skills and experience . However, professional fiduciaries often are “single person shops” and may have to contract out for some required services and generally lack a plan of succession. Corporate fiduciaries will generally have perpetual existence and thus no succession issue . However, they also tend to lack intimate knowledge

SELECTING FIDUCIARIES/ DECISION MAKERS

Many factors go into choosing one’s fiduciaries and decision makers . Some roles have legal requirements and some require professional expertise . Although familiarity with the appointee is not necessary for all roles, for some knowing the person will prove beneficial.

EQUAL FOR ALL, OR (MAYBE) NOT?

Many clients desire to treat all their children equally . This often extends not only to what they leave their children, but also to decision making roles such as health care appointee, executor and trustee. Although this can be beneficial, careful thought must be given as to whether this is advisable . The intimate relationships that siblings have can create unexpected consequences when they are forced to act together . Often, we see issues with siblings not putting in equal time, siblings named as each other’s trustee raising quid-pro-quo issues, or past family experiences resulting in heighten emotions brought to decision making. The flip side of not naming all the children is leaving some children with the feeling that they are not equally important .

AM I A FIDUCIARY?

Some roles, although fiduciary in nature, might not rise to the level of fiduciary for legal purposes. For example, a health care appointee generally is not personally responsible for the appointer’s medical bills . Likewise, a trust protector is generally a non-fiduciary under state statutes and for tax purposes . That said, it is important for any fiduciary to know their rights, obligations and legal standing before accepting any appointment .

Family members Beneficiaries Friends Corporate fiduciaries Private trust companies Other advisors

WHO CAN ACT AS MY FIDUCIARY?

WHAT IS YOUR FIDUCIARY GETTING INTO?

Fiduciary: one who owes another the duties of good faith and trust . A fiduciary often is guided by legal requirements and standards . Failure to follow these might result in legal liability . It is not advisable to take on a fiduciary role lightly or to take on a role you are not prepared for or duties which you are not qualified to perform .


of the family, can be rigid and slow in their decision making, have turnover in the persons working with the family and come at a significant cost. In addition, some roles such as health care decision makers or attorney-in-fact cannot be held by a professional or corporate fiduciary.

Multiple Fiduciaries

Frequently we see the appointment of multiple decision makers . For example, the appointment of

co-trustees, co-health care decision makers or co-attorneys-at-fact. There can be several benefits to doing this . Multiple appointees can bring diversity of experience and thought, act as a check and balance to each other and provide for automatic succession .

Not without its own problems, multiple fiduciaries can also create deadlock, conflict, inefficient decision making and added cost . In the worst case, we have seen naming all the children to a single decision making role cause the destruction of multiple family relationships .

PULLING IT ALL TOGETHER

We understand, creating a generational succession plan can be daunting, there is never the right time to start, the resources do not appear available and so on . Our best advice is to just start . Start with identifying what is holding you back . Start with analyzing what is in place . Start with determining what your goals are . Once you start, we think you will be surprised to find how easily the process will flow and the plan will come together . As the Chinese proverb guides, “A journey of a thousand miles begins with a single step .”

SPECIAL FIDUCIARIES – AN UNCOMMON APPROACH BUT A PRACTICAL ANSWER

A special fiduciary is a decision maker who has a specific skill set or deals with a specific situation or asset. For example, an art collector might consider the use of an art executor to assist with her estate . The art executor would have the defined role of handling the art collection for the estate . This individual would be responsible for the maintenance, sale, donation, valuation and all other aspects unique to the collection . Ideally, the person should be an art expert and have an intimate knowledge of the collection as well as the intentions of the collector . This person would work in concert with the executor of the estate but would have the primary responsibility for handling the collection .

THE FAMILY BOARD

Increasingly families are utilizing family boards . These boards are not necessarily fiduciaries themselves nor do they perform a single specific function, but instead they act as an oversight committee for family affairs and fiduciaries. The fiduciaries and other providers report to the board . The board makes hiring, firing, appointment and removal decisions . The board sets, maintains, and updates family mission statements and policies . Perhaps most importantly, the family board identifies, trains, and prepares the next generation of family board members .

START

EARLYCOMMUNICATION BE HONEST BE INCLUSIVE

COMPREHENSIVEWELL

THOUGHT OUT

COMMIT

TIME

CLEARLY DEFINE

GOALS AND WISHES

RELY ON

PROFESSIONAL

ADVISORS

COORDINATE

AMONG

ADVISORS

Family Succession Plan

Creation Best Practices

M C M L L C . C O M

BUILDING A SUCCESSFUL SUCCESSION PLAN · 2 building a successful succession plan MANCHESTER CAPITAL...

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