EFTA01091745Set 9
2016-05-1320p6,388w
pursue and recover the claims.
3
CEC and the Sponsors have previously appointed other special committees to review at least
two of the challenged transactions ... Sponsors
that decided who would serve on those committees. As the Examiner found, those special
committees did nothing to prevent—and, in fact, affirmatively aided and abetted—the very
transactions ... Examiner concluded were intentionally fraudulent transfers and
constituted breaches of fiduciary duty. The special committees were mere formalities whose
members went through the motions of governance, while obvious fraudulent transfers
https://www.justice.gov/epstein/files/DataSet%209/EFTA01091745.pdf
EFTA01198611Set 9
2015-03-172p473w
appoint cannot be related
or "subordinate" to you (i.e., employed by you).
2. Special Committee. After your death, the Special Committee may remove Trustees
(who must be replaced with Trustees ... other than Special Committee members or
Trustees related or subordinate to any Special Committee member). The Special
Committee members are Debra and each of your four children who has attained ... entitled to compensation. After
your death, individual Trustees may receive compensation determined by the Special
Committee.
2. Any corporate Trustee will be compensated pursuant to its published fee schedule
https://www.justice.gov/epstein/files/DataSet%209/EFTA01198611.pdf
EFTA01198572Set 9
39p10,782w
TWELFTH) or release of the power referred to in subparagraph (P)(1) above, the
Special Committee (as defined in Clause TWELFTH), acting by majority, shall have the
power to remove ... successor Trustee; provided,
however, that such authority shall be effective only if: (i) the Special Committee appoints
a successor Trustee (other than a member of the Special Committee ... related or
19
EFTA01198590
subordinate to any member of the Special Committee within the meaning of Section
672(c) of the Code (as amended from time to time
https://www.justice.gov/epstein/files/DataSet%209/EFTA01198572.pdf
EFTA01206930Set 9
39p10,865w
TWELFTH) or release of the power referred to in subparagraph (P)(1) above, the
Special Committee (as hereinafter defined), acting by majority, shall have the power to
remove a Trustee ... successor Trustee; provided, however, that
such authority shall be effective only if: (i) the Special Committee appoints a successor
Trustee (other than a member of the Special Committee ... related or subordinate
19
EFTA01206948
Doc.: USI:9769971v7
to any member of the Special Committee within the meaning of Section 672(c) of the
Code (as amended from time
https://www.justice.gov/epstein/files/DataSet%209/EFTA01206930.pdf
EFTA01384984Set 10
2014-11-251p746w
sole general partner. See "Our Operating
Partnership and the Amended Partnership Agreement."
Special Committee, Board and Stockholder Approval
Some of our directors are, or arc affiliated with, equity owners ... stockholders. lb address these potential conflicts of interest, our Board of
Directors formed a special committee comprised of two of our independent and disinterested directors,
James B. Hoover and Mark ... review, consider and negotiate the proposed Internalization
on our behalf. Among other responsibilities, the special committee was asked to ultimately determine
whether or not we should pursue the Internalization
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01384984.pdf
EFTA02004347Set 10
2011-05-042p686w
past relationship with Landmark, our board of directors appointed a special committee for the purpose ofreviewing, on our
behalf, the Acquisition, to evaluate the risks and benefits ... behalf of
our board. During the first the week of May 2011, the special committee approved the purchase from Landmark of the Real
Estate located in Oklahoma City
https://www.justice.gov/epstein/files/DataSet%2010/EFTA02004347.pdf