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Memorandum Of STATE OF MINNESOTA DISTRICT COURT COUNTY OF RAMSEY SECOND JUDICIAL DISTRICT Court File No. 62-C9-61-315222 In the Matter of the OTTO BREMER TRUST (formerly known STATE’S MEMORANDUM OF LAW IN as the Otto Bremer Foundation) SUPPORT OF PETITION TO ENFORCE SUPERVISION OF CHARITABLE TRUSTS AND TRUSTEES ACT, REMOVE TRUSTEES, REPLACE TRUSTEES, AND FOR OTHER RELIEF; AND PETITION FOR INTERIM RELIEF PUBLIC VERSION INTRODUCTION The State of Minnesota, by its Attorney General, Keith Ellison, brings this Petition to remove S. Brian Lipschultz, Daniel Reardon, and Charlotte Johnson (collectively “Trustees”) as the trustees of Otto Bremer Trust (“Trust”) pursuant to the Attorney General’s broad authority as the chief law officer of the state, the supervisor of charitable trusts in Minnesota, and the sole representative of the beneficiaries of the Otto Bremer Trust—the public. He seeks Trustees’ removal both for their longstanding failure to effectively administer the Otto Bremer Trust, and their serious, individual breaches of their fiduciary duties, culminating in a breathtakingly reckless hostile takeover attempt of the Trust’s primary asset, Bremer Financial Corporation (“BFC”) in October 2019. Through this attempt, Trustees intentionally triggered a “cascade of unfortunate consequences” they knew would plunge the Trust into chaos, bleed its assets dry in “guaranteed” and “inevitable” litigation, and undermine Otto Bremer’s charitable legacy by waging their “self- aggrandizing” war on BFC. They engaged in these extraordinary transactions under the specter 1 of self-dealing contracts that provided personal incentives to Lipschultz and Reardon to liquidate as much BFC stock as possible so they could earn an investment fee off of a larger pool of assets. And they treated the Minnesota Attorney General’s Office (“AGO”) as an adversary—not as a fiduciary—intentionally withholding from the AGO the most important aspects of their ill- conceived plan that may have otherwise allowed the AGO to protect the public’s interests and prevent the unmitigated disaster that followed. The October 2019 events did not happen in isolation. They followed Trustees’ years- long process to mold the Trust according to their personal interests by amplifying the Trust’s “investment” activities, and “reframing” the Trust’s “brand” from the “homespun” philanthropic foundation Otto Bremer created into to a “private equity firm” in its own right. And they followed a pattern reflected in their testimony during the AGO’s just-concluded investigation of their activities: “The Trust is the Trustees.” In accordance with this misguided standard, Trustees have persistently elevated their own interests above the Trust’s—by failing to implement proper governance structures incorporating Trustee accountability; by using Trust assets to further their personal interests like giving grants to charities where they have personal affiliations and misusing Trust assets in favor of their private businesses or other interests; by retaliating against employees, grantees, and other stakeholders who dared to disagree with them; and by enshrining themselves in opulent offices separated from their employees and elevated above the communities they are directed to serve. Indeed, Trustees continue to flout their obligations and the Attorney General’s authority in a manner that presents imminent harm to the Trust, including threatening to “divest” additional BFC shares, invest tens of millions of Trust assets in prohibited investments like hedge funds, transfer assets to a limited liability subsidiary to shield them from Court scrutiny, 2 and spend $20 million in attorneys’ fees waging their war. And since Trustees face substantial individual liability for their actions, their interests in self-preservation and justifying their conduct present untenable conflicts that will displace the interests of the Trust, requiring immediate removal. Through the Petitions, the Attorney General does not take a position on any related lawsuits, condone the actions of BFC or any other third party, seek a determination on the validity of the October 2019 transactions, or weigh in on the discretion that a trustee has to sell the Trust’s BFC shares and under what circumstances. The Attorney General further expressly seeks to defer and preserve for potential separate actions the determination on the availability and amount of restitution from Trustees and third parties. Rather, the Attorney General at this time solely seeks findings and an order sufficient to effectuate the narrow equitable remedies of removal, replacement, and other requested relief to address the reckless manner in which Trustees engaged in the transactions, their self-interested motives for doing so, their adversarial treatment of the AGO and the beneficial interests of the public, and their longstanding failure to properly administer all aspects of the Trust. The Attorney General respectfully requests that this Court remove Trustees, replace them with successor trustees who will put the Trust’s charitable purposes first, and order interim and other equitable relief required to protect the Trust’s assets and the public’s interest. TABLE OF CONTENTS FACTS .............................................................................................................................................8 I. BACKGROUND. ......................................................................................................................8 A. The Minnesota Attorney General. ............................................................................8 B. Otto Bremer. ............................................................................................................8 3 C. The Trust’s Legal Structure. ....................................................................................9 D. The Trustees. ..........................................................................................................10 E. Trust Instrument. ....................................................................................................11 1. General Provisions. ....................................................................................11 2. Charitable Purpose. ....................................................................................11 3. Compensation. ...........................................................................................12 4. BFC Shares. ...............................................................................................12 F. BFC ownership and relationship. ...........................................................................13 G. Trust operations. ....................................................................................................15 H. Grant activities. ......................................................................................................16 II. TRUSTEES’ INTERNAL CONTROL DEFICIENCIES. .................................................................17 A. Self-interested grantmaking. ..................................................................................17 B. Employee Liability Exposure. ...............................................................................20 1. Inadequate Workplace Controls. ................................................................20 2. Employee Complaints. ...............................................................................21 3. Severance Payments...................................................................................22 4. Fear of Trustee Retaliation.........................................................................22 C. Administration of Trust Assets. .............................................................................23 1. Lipschultz Self-Dealing. ............................................................................23 2. Office Construction and Overhead Expenses. ...........................................27 3. Trustee Expenses. ......................................................................................29 III. TRUSTEE COMPENSATION. ..................................................................................................30 A. The Evolution of Trustees’ Base Compensation. ..................................................30 1. Overview of Trustees’ Different Roles. .....................................................30 2. Early Compensation Increases. ..................................................................31 4 3. Trust Restructuring and Backlash. .............................................................32 4. Continuing Compensation Increases..........................................................33 B. Lipschultz and Reardon’s Investment Advisory Fee. ............................................34 1. Early Investment Advisory Fee Concerns. ................................................34 2. Lipschultz and Reardon’s Contractual Relationship with the Trust. .........35 3. Nature of Lipschultz and Reardon’s Investment Services. ........................37 4. Governance and Oversight Deficiencies over Lipschultz and Reardon’s Investment Activities. ...............................................................37 IV. TRANSFORMATION FROM CHARITABLE TO FINANCIAL PURPOSES. .....................................39 V. THE OCTOBER SALE............................................................................................................40 A. Trustees’ early sale discussions. ............................................................................40
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