TWO SHARES LEFT TO DAUGHTER DRIVE WEDGE BETWEEN SIBLINGS : VALUE LINE HEIR SUES TO DISSOLVE FAMILY HOLDING COMPANY.Byline: Diana B. Henriques N.Y. Times News Service More than a half-century ago, as brother and sister growing up on a lush estate in Connecticut, Jean and Van Bernhard spoke the secret language of twins and bounced together on their beds to exult over their Christmas stockings. Today, they speak only through their lawyers, and those conversations have grown so bitter that a few years back even their visits to their dying mother were scheduled by a legal contract. In February, Van Bernhard sued his sister, Jean Bernhard Buttner, asking a New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of court to dissolve A Web site design technique borrowed from the film and video industry in which the transition between two Web pages is represented visually by one page fading into another. Also known as a "soft cut," the result is achieved in the HTML coding of the images to gradual pre-determined the family holding company that gives her control of his inheritance. The feud feud, formalized private warfare, especially between family groups. The blood feud (see vendetta) is characteristic of those societies in which central government either has not arisen or has decayed. was fanned by the very different approaches that the twins, who are now 61, have toward life - Jean, always firmly focused, has dominated the family's business interests for years; Van, more relaxed and restless restless, adj in Chinese medicine, pertaining to either an abundance of heat energy, in conjunction with redness of face or to overstimulation in which case the face will be pale or greenish. , largely left that business behind two decades ago. The case is of great importance to a publicly traded company publicly traded company A company whose shares of common stock are held by the public and are available for purchase by investors. The shares of publicly traded firms are bought and sold on the organized exchanges or in the over-the-counter market. with a brand name: Value Line Inc., the national financial publisher and mutual fund management company. By a margin of just two shares, Buttner controls the family holding company, Arnold Bernhard & Co., which in turn owns an 80 percent stake in Value Line that is worth at least $272 million. The public owns the remaining 20 percent. With Buttner as chairwoman and chief executive, Value Line has no outside directors without professional or personal ties to Buttner and Bernhard & Co. Public investors in any family-controlled company should study how that family's own minority shareholders are treated, said Fredda Herz Brown of the Metropolitan Group in Leonia, N.J., a consultant to family businesses. ``The family values family values pl.n. The moral and social values traditionally maintained and affirmed within a family. become the corporate values,'' Brown said. ``The culture carries - and the issues are always the same: fairness and power.'' Those are exactly the issues that divide the Bernhard twins, whose fortune and fates were locked together by their father, Arnold Bernhard, the founder of Value Line. Bernhard worked at Value Line from 1962 until 1974. Growing bored, he left to pursue his new-found interest in ecology at a primitive Bahamian outpost, expecting to support himself on the dividends from his stock in the family business. In 1982, Buttner went to work for her father at Value Line, after years of running an interior design firm in California. By all accounts, father and daughter were kindred KINDRED. Relations by blood. 2. Nature has divided the kindred of every one into three principal classes. 1. His children, and their descendants. 2. His father, mother, and other ascendants. 3. souls - workaholics with a fierce family pride. By April 1985, Buttner was president and chief operating officer Chief Operating Officer (COO) The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president. , while her twin brother remained a director of both the family holding company and Value Line. He still remembers the day in the mid-1980s when his father called him into the office and told him he had decided to leave Buttner two more shares than he would leave to his son, giving her control of the business upon his death. ``I was stunned stun tr.v. stunned, stun·ning, stuns 1. To daze or render senseless, by or as if by a blow. 2. To overwhelm or daze with a loud noise. 3. - all our lives, our parents had gone out of their way to make everything even,'' Bernhard said. ``I pleaded with my father, `Please, don't do this,' '' he added, appearing near tears. ``But his response was, `I think she would take better care of you than you would of her.' '' Buttner succeeded her father shortly after his death in 1987. But the inevitable power struggle between the twins did not emerge openly until their mother died in 1992, leaving her estate divided between them but with Buttner as the executor executor n. the person appointed to administer the estate of a person who has died leaving a will which nominates that person. Unless there is a valid objection, the judge will appoint the person named in the will to be executor. . Buttner contends that Bernhard's anger spilled over into the board rooms of both Value Line and the family holding company. So he was voted off both boards - a step that Bernhard calls just one example of how he has been ``oppressed'' as a minority stakeholder stakeholder n. a person having in his/her possession (holding) money or property in which he/she has no interest, right or title, awaiting the outcome of a dispute between two or more claimants to the money or property. . Thus, like Buttner's public shareholders, Bernhard wound up with no voice on Value Line's board. Bernhard accuses his sister of cutting the family company's dividends for several quarters, to his disadvantage, while making up for her own lost dividend income through excessively generous pay increases she arranged through her control of the Value Line compensation committee. Value Line's most recent proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. shows that Buttner got a 32 percent raise in the fiscal year that ended April 30, 1995, for a total package of $1.1 million. The prior year, her pay package had risen by 43 percent. Value Line's directors say Buttner is worth every penny, given the company's elevenfold increase in shareholders' equity Shareholders' Equity A firms' total assets minus its total liabilities. Equivalently, it is share capital plus retained earnings minus treasury shares. Shareholders' equity is the amount by which a company is financed through common and preferred shares. and 125 percent increase in earnings since 1985. Unlike public investors, who can ``vote with their feet'' if they are dissatisfied, Bernhard needs court permission to extricate his part of the family business from his sister's control - a step that could attract bidders for his stake. But he said he saw dissolution not as a divorce but as a step toward reconciliation. ``I think I could be a good brother to my sister,'' he said, ``but only after I get out from under her thumb.'' CAPTION(S): 2 Photos Photo: (1) Van Bernhard `Oppressed' shareholder (2) Jean Bernhard Buttner Controls family company |
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