Best Practices for a World Class Family Office Part 1

Welcome everyone. It's Angelo Robles to the Angelo Robles podcast. I'm also the founder at Family Office Association, a global membership organization dedicated, well, what a surprise, to the family offices.

Now, I emphasize the Family Office Association part today more than I normally do because many of you more familiar with my YouTube platform probably know me more from my interviews with investors, hedge fund managers, economists, and people active in crypto and digital. Uh, but don't forget, I still may know a thing or two relative to what my core and anchor business is that I've been doing for many, many years, and that's founding and running and being a consultant inside a Family Office Association.

I don't think I could think of an organization as we're having on today that's as globally influential and as much of a thought leader in family offices. And we have a very special guest who I've known for many years and has been very active working with many of their most significant clients who, of course, have family offices. We're titling today "Five Best Practices for a World-Class." And by the way, from my experience knowing a thing or two about family offices, very, very few. I'm just being honest and direct. Very, very few are truly optimal. By nature, top 1% means 99% aren't. But I'd like to hope the other 99% want to strive and learn and be open-minded how to get there.

Our special guest today is Bill Campus. He is a partner at Withers, very active in their special interest group which deals with many of their most globally high-end clients and family offices. Bill, welcome to the show.

Thanks, Angelo. Great to be here. I appreciate it.

Well, again, everyone, I've known Bill for many years and the firm even since before I started Family Office Association. So, it's been a long history and I've learned so much from such a wonderful group of talented people at Withers. Why don't we start with giving the audience, Bill, from your perspective, I mean, I queued it up in the title, "Five Best Practices for a World-Class Family Office." What does that mean? Why is that important? And maybe you want to go into, maybe as initially an overview before a deeper dive, maybe into what those five are.

Sure. Absolutely, Angelo. And again, it's it's great to be here. I'm sitting in Greenwich, Connecticut, on just the outskirts of Manhattan, and enjoy sort of splitting my time between Manhattan and Southern Connecticut. And I see I'm influenced by the pulse of activity, the approach that many clients apply here, their business activities, investment activities, which are quite robust here in Southern Connecticut. So, you'll see that that comes out in the way I approach the topic and in the conversation here.

Angelo, you said earlier that this would be a "wind-me-up-and-let-me-go" sort of discussion. I I It doesn't need to be, and I very much welcome any questions, input that you have, or if there's anybody on the in the audience and you can you anticipate questions that they might have or perspectives, please do feel free to let me know, Angelo.

I welcome questions. Of course. And as you're bringing that up to our live audience, you could go through the Q&A or the chat feature in Zoom to ask any question you want at any time. I will review them and weave them in sooner rather than later into the conversation, so those that are watching the recording that can't visually see the questions you're asking, I'll repeat it. Sorry for the interruption, Bill.

Perfect. Thanks, Angelo. Um As an introductory matter, you also said something. There's a few things in your introduction, Angelo, that I want to sort of pick out and I think are really make for a great introduction. You mentioned that the talk was about, and it is, "Five Best Practices for World-Class Family Offices." I should let let the audience that was a really good way of setting the stage and the pace of this conversation. I think that came out of early discussions that Angelo and I have had in saying, "Well, what would we want to talk about in a conversation like this? Could we identify five things?" So, there was a challenge that was placed and I and I accepted that challenge to think about that.

But in evaluating best practices, one must think about context because what's best in one situation is not always the best in another. So, the five best will be sort of universally applied that I based on things I've learned from working with family offices for about 15 years now. And I and I approach this from a large business perspective. Suppose it's not a bad time to interject that I'm a tax lawyer. At the at the root of it, I am a tax lawyer. My education is both a law degree where I focused on taxation, and also I received an MBA with a concentration in accounting. So, I can't help myself but to apply a little bit of a little bit of a a business sort of orientation to the work that I'm doing, which is actually uniquely and well situated for suited for the family office practice. So, I I suppose there was a little bit of natural selection in my embracing and adapting to this practice. As the the education I received and the skills I obtained working at Ernst & Young in their core international tax group called ITS or International Tax Services at the time. I don't know if it's called that anymore. We worked on post-merger, post-acquisition tax-efficient restructuring and structuring. A lot of times it was liquidations, a lot of times it was mergers, consolidations, so that cash earnings, right, at that lower level could flow through a structure appropriately but also tax-efficiently.

Which actually is very similar to what I'm doing with family offices and the way families need to think about the organization of their offices. But going through that exercise is not just a quantitative exercise of anticipating different types of income and where they need to go. But thinking about what is optimal for the component interests in the family enterprise. And I think that's really important because we could focus on the family office, but it leaves out if we just do very important participants in this arrangement. The family office serves a family. Angelo said in his introduction, Angelo, I it was perfectly timed to say what is optimal, to ask the question of what is optimal in connection with what is the best practice. Optimality is unique to a family, and that's actually a really good starting point.

So, what are five best practices for world-class family offices? First is to recognize what I just said. This is a business. In understanding the business, I recommend that families those involved in the family office arena consider a business plan. The family office is in the business of the good stewardship of the family wealth and the family assets, which I'm going to come back to, family capital. Focus on the people. I very much recommend that people that families considering a family office focus on the people internally and externally who have earned the confidence to help run that business. That was number two. Number three is develop the purpose in the business plan, the strategic positioning of this family office. And I realize that I had implied something but didn't explicitly state it. I'm talking about single family offices.

Exactly. And family offices come in all shapes and forms. I know some wonderful multi-family offices, large and small with very different focuses. A collection of advisors may actually be a very sophisticated virtual family office. Sometimes one relies heavily on a business, an embedded family office. There's a variety of ways that they emerge, but what this talk today is going to be about is primarily single family offices.

And you remind me, Bill, if you don't mind, cuz a lot of my audience that will watch this on YouTube may be incredibly wealthy active investors, but not as familiar broadly with the even concept of a family office. I'm glad you brought it up. If I had to give a dictionary definition for those that are not as familiar of a single family office, it's an entity created by one family of great, great wealth to internally and exclusively, I could broadly say, manage their affairs. Most commonly, they're investing, tax, legal perspectives. But oftenly, that expands. So, the family created the company, the talent is 24/7 dedicated to them. And that really is important in understanding many, if not practically all, of the world's billionaires have some form of a single family office. And technology and other aspects have driven down that number to have in having need although I could argue that much less than a billion but maybe we'll save that part of the conversation for a little bit later. Please continue Bill.

Sure. Thanks Angela. Great to offer the definition. Thank you for that. I agree. It's um we're talking about a centralized operation in one form legal form or another that serves the family. But I want to we will come back to that because there's so much to unwrap in that.

Yes. Yeah. So the best practices recognize this is a business, communicate it and understand it's in the business of good stewardship. Focus on the people internally and externally who are available to help run that business, develop a business plan and a sense of partnership purpose. Think about the strategic positioning of the family office within that broader enterprise. And again, we're going to come back to some of this but why would any family member prefer a family office to what's available in the market? Why is this offering superior? And that's what separates sort of world-class family offices from simply setting up an operation that may or may not be doing its job well. We want this to do its do its job well and many of the best family offices execute with such efficiency that it's in everyone's best interest both the participants in the family office as well as the family investment strategy and there in and the family participants to participate in the engagement of the family office. And I there's an important distinction there. The strategic positioning for the family is not limited to just lineal descendants of a given generation. Rather, it also often includes fiduciaries. There may be a trustee of family trust who needs to determine whether or not they want to entrust trust assets with the family office with the oversight that the family office provides. So we're looking at a best of class business that we're trying to create here. We need to be sure could be created.

Fourth is world-class family offices engage in and understand the matching of services, expenses, activities undertaken with the income generation that's capable within the family enterprise anticipating also tax. As I said, I'm a tax lawyer at my heart and everything I think about can't help but to come back to tax in one way or another. And we'll come back to that. I'll I'll drop that in. And then fifth and finally I think one of the best practices for world of world's world-class family offices is defining and refining the roles and responsibilities of family and non-family members within the legal infrastructure of the family enterprise so as to attract and retain talent. Now, attracting and retain retaining talent is not just finding a stellar investment manager or developer or real estate professional or philanthropist or art curator. We can get into some of these things that a family office may be overseeing but also family members. Are people who and are there family members who should or could be part of the family office operations? Um So there's my five best practices and I think this talk will will unwrap that a little bit because there's a few different perspectives into which we apply that.

The in thinking about this talk when Angela and I first started talking and the idea and Angela said, "Well, what would be five best practices that a really well-run family office would would observe?" And I said and and Angela rightly pointed out, you know, in 2017 we received at the end of 2017 a tax court case called Lender Management versus Commissioner. Lender Management LLC is the name of a family office for the Lender family. And Bill, aren't we so proud in our fellow wonderful state of Connecticut?

Yes. Absolutely. Lender Bagels was the most successful bagel making company and owned by the Lender family here in Connecticut. It was one of the first if not the first successful foray, certainly the most successful foray when bagels actually left Manhattan where they had been they had they were really sort of a simple food product, right? But but the best bagels were well-known and produced in Manhattan and here a family started doing this in Connecticut. They sold the company. The company's actually been sold a couple of times and the family has operated rather autonomously. Um So the case, you know, in my line of work Angela and I'm sure you can appreciate this and probably a lot of people listening um privacy and anonymity is paramount um which also is one of the key roles of the family office. Um With these cases we sometimes get a glimpse into the operations of a family and a family office. So I suppose it's appropriate for me to thank the Lender family for all that they've done to help teach us as the universe here, right? Through their good works and the fact that they pursued this case and won the very important case to affirm much of what we as tax lawyers have been doing for years for sure, decades potentially before this case even existed.

So my gratitude, my great gratitude goes to the many families who have set up these types of structures, who have refined them for their own families and allowed people like me to learn about them. Um I've learned so much from my own clients um and how different families approach this concept of managing the family enterprise um through a family office but not always directly and not always with one step but perhaps in evolution. Um And also the many case studies that come from academics around the world that have been so so helpful to me. Um So I recognize that and as I if I use examples please remember it's always with great gratitude. Um I say that because another example that I can't get out of my mind right now is Elon Musk who was in the news today for making a purchase of Instagram stock um Twitter stock. Twitter stock as I recall actually. I was I was so um what came out of that which was really interesting is not so much the acquisition from my perspective but that there was a family office behind this. It's been reported about and so again my thanks to um the activities of those in the family office and Elon Musk himself for what they have allowed to become public and what's then helped teach us about good deal making because if this is done well a family office as Angela mentioned earlier serves the investment needs of the family as one of the key tenants for its operation. In order to meet that responsibility, the family office has to be run efficiently which means this gets back to one of those five best practices of refined responsibilities built into the legal documents so that people understand the people participating understand what's expected of them and how they do it. Um Lender Management is one lens that we can use to evaluate the family office structure and activity. Another way of approaching this that I thought about is a tax technical discussion. Do we have a proper 704 profits interest going from the family investment partnerships up to the family office? Are the investors in family enterprise the family investment subject to AMT? Is there an accumulation of income that would trigger the accumulated earnings tax or personal holding company tax perhaps? And are allocations whether special allocations or general allocations made from the investment partnership up to the respective partners? The partners involved trusts. Are the expenses of the trust sufficiently deductible or sufficiently unique that they are deductible under section 67A? That's one way of approaching it. I don't know that that's really going to make for the most engaging conversation though today. So Angela, while I recognize that the tax technical discussion is one strategy Right. it's not the only way to look at family offices.

And then fourth and finally or third and finally the third lens that I that I that I we need to talk about and we need to keep in mind just like we remember Lender Management and we remember the tax technical side of things is that this is about strategic governance and the management of a family enterprise. Strategic governance is something that is well analyzed by many smart, smart people. And again, I have to thank the the the the group of academics out there dedicated so much time to this topic. One of the foundational, one of the um early ideas that I discovered and was foundational for the development of my own practice in estate planning and tax planning for privately held capital came from uh Jay Hughes um and his book um Wealth and Generations. Um Jay identified um maybe almost 20 years ago the different levels of family capital that family capital in includes human capital intellectual capital social capital as well as economic or financial capital. Each of those come into play in this context and if you didn't hear it directly when I was coming up with the five best practices, it occurred to me coincidentally but not surprisingly that human, intellectual, social and economic capital coming together are key drivers not just in the formation of the vehicle but also how it's operated, run, who does what, where the income with the expenses are and ultimately the efficient tax rate, the efficient operation and taxation of that family office.

So, there's five best practices. There's three lenses through which to evaluate the family office. And then we can sort of unwrap it and go from there. But Angelo, I threw a lot out there. Did anything particularly resonate with you in that?

That was a lot and that was great. So, maybe let's start a little bit of your a family that had a liquidity event. So, I'm jumping ahead a little bit. Mhm. You have an open slate to do things correctly the first time. Not that it won't need to be adapted thereafter. Trust me, it will. Let's assume it's a matriarch that's in charge. I'm going with that word in charge. What I assume there's two core things that have to come early. One, they make a decision that it's to the family's best long-term benefit to create a single family office. So, they compared do we have MFOs, RIAs, separate banks and all of those still may be needed under an auspice of the SFO as the core conduit. But we'll maybe save the it's a little bit more virtual, but we'll get into some of that perhaps a little later. But I would say the two things once they make those decisions are governance which in most simple terms is how decisions are going to be made in the family unit and definitely one of the things up your alley if we have a chance to do this right the first time initially before it needs to be adapted. How do we set up the legal structures and the complexity of intertwining and domiciles that go into it? So, why don't we start a little bit with the first one, governance. You've seen many different forms of governance by families, how decisions are made and sometimes it's a complete monarchy. Uh, whatever in my example, the matriarch makes all the decisions. Now, that is really easy. And sometimes there's a charm to something that's very simple and straightforward. The problem with that you'll know this better than me, Bill. There is a reason why most family offices definitely do not make it to the next generation. There's a lack of engagement from the younger family members, from their input to the talent in the family office to a variety of different factors. So, although it maybe isn't too legal and tax focused why don't I have you start a little bit with some governance strategies and experiences and stories that you've seen that have worked out better and have been more generational than others that have not.

Absolutely. Um The first question is who controls what? Should there even be a level of control here seated to a family office? Do you want Does a family, a broader family even want to create this arrangement? It may be a good idea but is it the right idea for the family? For the matriarch, Angelo, that you that you described. Um Natural governance that sort of the person with the loudest voice controls which may be the matriarch in the case that you're describing, you know, the hypothetical or may not be. Um It may be a group of folks. It may be somebody who's not even part of the family but has always been there. Um Once we get to the place where we know that there's that liquidity event and that the participants agree that setting up a control structure is right for them we then move forward to how decisions get made. This The establishment of the family office, the control structure, and I refer to it that way because I think it's most appropriate to use an analogy of a general partner of a fund or the headquarters company of a corporate conglomerate or something that's a combination of that. That's the vehicle we're talking about. Not every successful business needs a headquarters company. Not every successful investment strategy requires a fund structure with a general partner. But that if that's the most appropriate this the family office will serve that role. Um Participants in the family may serve other roles as well. Um But that's a good time to you know, when thinking about governance, I think it's very important to think about roles and responsibilities within how the pieces fit together. I often call it layers of a family enterprise. Um It's not not a bad time to mention that a lot of the structuring question and decision-making question is um outlined in a in a chapter of a book that I was really happy to have worked on now for two editions, Kirby Ross Platt's book um The Family Office Handbook. Great book. Ivan Sacks and I co-authored chapter five um and we evaluate through a series of questions how a struc- how a family office should be structured from formation all the way through operation. Um I'm happy to dis- discuss that further with people who are serious about this topic um but I want people to know that it exists. Um Mhm.

In order to evaluate governance, you need to know who's participating. And And I think one of the best models, which is actually um described in the Lender Management LLC case is the fund model, the private equity fund model. Um In order to understand that, and I'm sure many people are familiar with funds. If you're not, then you know, go ahead and spend some time uh evaluating that. But you're going to have some key participants. You're going to have the general partner. You're going to have the limited partner fund, the limited partnership fund. You're going to have limited partners. You're going to have portfolio entities or targets, right? Those four areas, those four perspectives determine the governance. And if you have read your limited partnership agreements and if you're investing in venture capital and private equity in particular, I highly recommend reading those documents. In fact, many family offices have engaged lawyers like me to do that review because they are becoming partners in a partnership and have to exist within an ecosystem where capital calls may or may not be required where income may or may not be on an annual basis and where allocations may or may not trigger a tax liability requiring cash that may or may not be actually distributed. So the same is true in the context of the family office. Who gets to decide that? The limited partners of the limited partnership are typically the extended family members and their trusts. So, fiduciaries need to be considered. This makes me think of um Tagiuri's Ronaldo Tagiuri and John Davis's three circle model, which is big, popular and and very helpful uh illustration of the component interests in the family enterprise, particularly the family business. But as we've learned over the last 20 or 30 years that that three circle model has been in place, maybe 20 years, um is that there's overlapping uh interests and different perspectives which will impact the family business but equally impact the way a family enterprise operates. Um Fiduciaries, one of the topics in the professional circles has been where do fiduciaries fit if the three circle model, and I should pause for a moment is includes the owners of the business, the family members of the family that that owns or has it who had been established had established the business, and then those who are involved in the business itself. And with three concentric circles, you identify is it seven different positions that can exist. You can have a family member who's also an owner of the business. You can have a a family member who's an owner and also involved in the business. You can have a family member who's not actually an owner but is involved in the business and it and it stimulates a whole lot of conversations and and thought-provoking perspectives. But where does the fiduciary fit in? From my perspective and in my practice, that question is extremely important but doesn't actually change the value and benefit of that three circle model. But they are limited partners in the family investment platform and they will or should have confidence in the family office as a general partner of the investment program to actually execute well. Now, what's it executing? It's executing based on the target companies or the target operations. But they're going to want to have vote and and voting requirements or voting rights as to certain investments or target activities. They're going to want to have expectations as to cash flow. And also the possibility of equalizing because remember this is a related party arrangement where that broad ecosystem of the general partner, the investment partnership, the limited partner interests that are coming in and the targets are all closely held and that's what makes the private client and and and this family and family office arena tricky is it does differ from the third-party arrangements of a typical private equity fund. Um Mhm.

In fact, this came out in the Lender Management case where the IRS recognized and the court did not object to the higher level of scrutiny applied to closely held arrangements. Um So, we're going to want to think about that in structuring the governance, who gets what vote and control over which entities. Similarly, we learned from the IRS and Treasury many years ago and I think it was 2012 in a notice 2012-63 where we have the private trust company rules and committees and who participates in what because if that same matriarch, the Angelo in your hypothetical, is too involved in the broader enterprise, they risk retaining dominion and control over assets that would pull them back into their estate, obviously a completely unintended consequence of a of an improperly structured or ill-thought-out arrangement. That also is a good time to note the international implications of setting up this type of operation where you have mind and management and this can be in the core family office structure or where a family office has family members in countries that apply a mind and management nexus requirement and we saw this come out in the discussions around um well, it was a lot of the exposures came out around the time of the Luxembourg Leaks. Again, I want to thank those who you know uh whose time and effort and planning in getting the private letter rulings that Luxembourg issued to acknowledge and consent to preferential not even preferential incentives legally, I believe at the time I couldn't find anything otherwise granted to certain taxpayers. Um Well, the Luxembourg Leaks illustrates that you know, you want to have careful mind and management so that you don't inadvertently or and and then the Apple, Amazon, Starbucks cases that were you know, evaluated and scrutinized by the OECD and ultimately led to a change in tax law in Ireland so that you don't just look at mind and management and and inadvertently or intentionally take advantage of hybrid treatment of entities from place to place. Here in the US, we look at nexus based on where the entity's formed. In the UK, I use as an example. Greece is another country I work quite a lot with. Mind and management is a very sensitive issue and it will create nexus. Hybrid arrangements as well. We talk about forming an entity and I haven't gotten to this yet but it's certainly worth considering is the choice of entity, an LLC commonly used and frequently used in the United States because it's so easy and so versatile is default to a flow-through entity here but is not for many civil law countries or other actually as I think about the rest of the world, it's typically a company so you created a hybrid sort of structure. But one needs to think about the interplay of the limited partners, the general partner and or manager, the investment partnership and the target companies when thinking about which governance decisions should be made where, when and by whom.

I actually very much like thinking about sort of you know, a few questions in the governance and in the drafting. I ask myself, who's got the power to set the agenda for a given topic? Who should be consulted in setting the agenda or on a given topic? Who has a right to be informed? Who, if anybody, should retain veto power? And then who has the power to ultimately decide make a decision and decide something subject to the veto power or otherwise. Those are very important questions that go directly into who the family office is serving, how they are serving it and how the legal documents will be drafted. In my opinion and in my experience, that's what separates the good from the great. Yeah. Careful attention to those decisions because the merely good or even the faulty will not have paid adequate consideration to those questions and will inadvertently have an entity that's both subject to tax in the United States and say the UK by virtue of having somebody in the UK making decisions risking a double tax because it's deemed earned in the same place twice. You then have a tax credit and let's not forget the UK has a totally different tax year than the US does. Right? They're actually today is the last day of their tax year. The fifth, sixth starts a new year. We have an interplay in terms of foreign tax credits between the US and the UK and you need to manage when income is actually earned. So, this is the issue that the family office is typically tasked tasked with.

Those target companies, let me comment on from a governance perspective, typically can be broken into one of four broad categories. The family assets which I think of are the typically a bit of a luxury type of asset but it's the the the power to share and use wealth across generations. Vacation homes, maybe planes, yachts, assets that are slightly complicated and require careful oversight and attentiveness. Another category of target assets are is the family business if or or business interests and to the extent the family is is remaining involved in that. The family office then represents the shareholders in that. Another area of sort of target operations or activities are family investments and that's Angelo's post-liquidity example of now you've sold the family business, you have a liquidity event and you're going to put it into a consolidated investment program. That investment program may well be operated, in my opinion and experience, should be operated like a bonafide business getting us back to that private fund arrangement. Fourth and finally is philanthropy. Philanthropy is is often a very big and important activity within a family and family enterprise. It helps to find family members. Um Foundations are hugely important and much of the greatest work being done globally is done by family foundations that are working with and in connection with a family office. So, there's a lot there in terms of governance, Angelo. And you can see that really it's when you take those pieces together that you start to evaluate how governance is going to unfold.

For sure and everyone we're kind of starting with the governance into structure because those are probably the most complex intertwinement of many of the things within the family office and what we're going to talk about today. I'll bring up a little bit later people, processes and technology. Those are actually simpler and more straightforward. But this is what I mentioned earlier, if you're going to do it initially, do it right and how decisions are made with governance which gets complex depending on a variety of assets and the structure, more so meaning the legal structures and intertwinement and agreements with often the for-profit entity or entities that we loosely call the single-family office. Maybe if I would have a specific question, Bill, this may be a little specific to US families, but would you agree in my example, they may live in Florida, but it may make sense to have the entities that they have some level of domicile control over, that's the assets, structured in an entity in my example that may be Delaware, yet have the structure that's going to manage those assets, aka the management company single-family office, perhaps be structured in Nevada, Alaska, South Dakota, maybe Florida. Doesn't that all need to be considered?

Absolutely. Absolutely. Um How do you consider that, though? How do you How would I approach that as a lawyer? Um I have moved away from arranging the pieces too disparately on the table. Jurisdiction shopping is something that is very important, but not be done haphazardly. I look for cohesiveness and consistency in that business. This gets me back to one of the five best practices of developing the business plan. And there's a few different work streams that should occur simultaneously and through a series of architectural discussions to evaluate which is the right jurisdiction. State laws and national laws differ. The constituents of each respective state elect their officials. The legislature enacts the laws that are most suitable to their state and their constituents. I um this has come up quite a lot, actually, right? Um I I don't know if uh folks have you know the what what are some of the recent ones? There was um Paradise Papers, right? I think that's the most recent uh last year. Uh the International Consortium of Investigative Journalists um have evaluated tax data and and data generally um and and recognized that in addition to the international framework, many states have laws so favorable that they've attracted national and international wealth for consolidation. Now, why is that? How does that occur? Is this some kind of race to the bottom? I don't think it's that simple. I think that the constituents of each respective state have spoken and continuously speak by electing their legislature that promotes activities. I can use this in the international context just to be clear. I look at some great developments coming out of Singapore to attract family capital and provide incentives for closely held wealth management, the management of closely held wealth. Suppose that's a better way of putting it. Greece recently did this as well. I was very impressed with the work done by the Mitsotakis government, Prime Minister Mitsotakis, um and his pivot toward a more business-oriented, a business-attractive uh um set of of of initiatives coming out of Greece, which followed what Italy had done, though went further because with the family office regime in Greece. But Italy's res non dom program, which learned from the the British res non dom program, and sort and and and expanded on it to provide a very compelling strategy for for the globally mobile individual. Portugal, of course, has its golden visa. So you see the constituents in uh uh elect decision-makers and legislators who help with that. In the United States, we have had something very similar. Actually, I I noticed behind me is a picture from Grand Teton National Park. This is not one of the Tetons. This is just down the mountain range a little bit. I do love Wyoming. What's that, sorry? I do love Wyoming. Yes, for so many reasons. Um and Wyoming's not alone. Nevada, um Texas, New Hampshire, um our South Dakota, states that have recognized that due to their population and the industry that's present there, they can calibrate their tax system to be quite attractive to to foreign capital and to capital all over, whether it's from the state or elsewhere, and still provide a framework with flexible and easy to administer predictable laws which are easy to read. This is not just a pie in the sky, oh there's a loophole that you need special glasses to recognize. No, these are easy to read laws that are enacted and administered by a judiciary that is frankly willing to listen to good arguments. And they're they're independent. Believe me, I've spoken to judges and there was a new Chancery Court um recently uh trust me, I love Wyoming. I've been there multiple times. I have relationships there. It's beautiful. Jackson Hole is great, but many other parts of Wyoming as well. And for a crypto and Dow enthusiast, Wyoming, partially due to Senator Cynthia Lummis and other wonderful initiatives over the last couple of years, is effectively a a bit of a haven and growing. Maybe I'm stuck a little bit in the past when I still think of US domiciles as the ultimate for privacy, and there is an irony here. Hopefully, it's not going to get us in too much trouble, Bill. For international families looking for US operations, the US is actually probably a pretty good place, I'm going to go with the word, to be discreet with your resources and your country not finding out about it. Uh, so far, that'll probably change in the future. In other words, what I'm basically saying is for many people, the US is a pretty amazing tax haven. Why don't we go with that? But when I think of a state that really is the ultimate, and you know, we both know people like Al King's South Dakota Trust Company, I do look at South Dakota. And maybe I should be a little bit more astute to Wyoming, Nevada. And for foundational incorporation work, I think for privacy, I think New Hampshire's just been pretty stellar. So, those are two. Am I I mean, maybe I'm got I'm too comfortable with Delaware cuz we always bring that up. And I probably don't want to make this a discussion on domiciles, so we could even kind of move on from there unless you had a specific comment and weave in how the structures intertwine to potentially be tax advantageous.

Sure. Um Both good points. I I'd to admit, I don't love the term tax haven. It's a little bit condescending, it's a little bit accusatory. Um, so I'm going to call that out right away. But what I will say is that this gets back to the framework that the enacted that the that the elected officials create to stimulate economic growth and provide for their citizenry. Because in the world of tax havens any astute student of the area is going to recognize that there are privacy havens there are treaty havens um, and there are, you know, um, simply those who are off the grid. Those those countries, typically smaller countries, that choose just not to participate in the global environment. In the United States, right? In the United States we have had you know, actually a history of demanding transparency where transparency is needed and appropriate. That's why we have a sales tax, not a VAT. It's one of the best arguments, if you want to go down that road of looking at the indirect taxes that versus sales tax really came down to the fact that we want to see it right on our receipts. Charge it. And states apply a different sales tax for different items and at different rates. But we want to see it right there on the receipt. So the Why is one state better than another and how does that fit together? The states that we've mentioned have all been progressive over the last I'm going to say 10 to 15 years. I think it's been a good 20 years. It precedes I've been doing this for about 20 years now myself. And it precedes that. But what we have is a challenge that the families and their advisors need to consider what is the best arrangement for their family. What's the best legal framework? I've worked with uh, families uh, a number of families that are really happy in New Hampshire. We've worked with those who've helped shape the law in New Hampshire, those who administer trusts in New Hampshire and legal and accounting firms there. I've worked with families who want to be in New Hampshire because they can get there easily. The trusts that they have uh, are benefit from a sophisticated, progressive and modern trust legislation adopting the uniform trust code and certain amendments that have come out professionally uh, through professional dialogue to to refine the uniform trust code. And can and then can be administered, you know, with a private trust company or a professional fiduciary, whether bespoke or through a uh, larger bank uh, or a or financial institution. So New Hampshire is very good in that sense. Where are the people going to be going? I don't love the idea of picking a spot that you never go to, that you don't actually have good operations in. What getting me back and reminding me of the Luxembourg leaks and the arrangements that it helped us learn about that became public which had entities sort of picking and choosing where they would be and where they would operate with or without any really robust substance. I look for substance. I want there to be substance. It gets me back to one of the five best practices, which is this is a business and there should be business purpose, business substance. What is the business purpose in the business plan that makes the family office optimal for the family? And let's operate it in that place. Um, and there are those who are providing that. So Angelo, I look to where people already are. We talked about human capital within a family and intellectual and social capital. Those are really important, right? This isn't This is this is such a profound concept that every family needs to think about and I work with families where the key one of the the cornerstones of the success of the broader management of the broader enterprise is because a trusted and respected family member or individual is there ready and willing to help guide the management of the family. And it may be I I've seen this where it's somebody in the rising generation uh, a a child who has got the right education and the right aptitude and the respect of other family members to help harness that. An example, I I don't know him, but as we learned in Lender Management LLC versus Commissioner uh, Keith Lender was a key participant, a key person in the Lender family office. The family trusted him. He navigated what we learned in the case is a broad and diverse family with differing views and expectations. Family meetings weren't just around the dinner table, they were highly structured. Keith was the right person at the right time to be doing that and that's what makes a family office, what what helps drive where the family office should be. I'm working with another family that has spent quite a lot of time in in Wyoming. And by the way, there are great people in Laramie and Cheyenne and Casper. Um, I've worked I've worked a little bit less, but it's come up and um, and of course Jackson. Um, and Jackson uh, you know, is is full of some really amazingly smart people who are doing some great stuff as, you know, and then the legislature down in Cheyenne and the the development of the crypto world down there and the decentralized autonomous organizations. They have the DAO LLC. So when that infrastructure, when the people that can make the business success are located someplace, that's when I look to choosing a domicile or a location in that place. So Angelo, I hope that's helpful in me navigating those states um, and where one follow-up question. Uh, because what we're talking about is more structures in the family office, but we don't want to make it a estate planning discussion. That's a different two or three hours. Although they all kind of intertwine and that's the the magic and the incredible complexity of the family office community, by the way. Uh, but there may be various trust Could I make the argument that for tax purposes and privacy may absolutely need to be away, whatever, say the family lives in North Carolina, but they don't have the most favorable trust laws uh, whether in perpetuity, your privacy. So again, it goes back to New Hampshire, Delaware, Oklahoma, Nevada, Alaska, South Dakota. Would you be more open to jurisdictional fluidity on the more estate planning and trust side of things?

Absolutely. Absolutely. The the the trust in the estate planning side is not Each of these component parts, while I look for synergies and cohesiveness are not necessarily bound together. North Carolina is very Carolina is a very interesting example, of course. A couple years ago we had the case of Kimberly Rice Castner um, versus North Carolina where North Carolina um, approached Nexus in a very sticky way um, and said that the mere presence of a beneficiary would be enough to subject tax uh, to on a on a trust that was established and operated in someplace else. That case, and there was a few state cases uh, Wisconsin as I recall, try to think of a couple of others, but um, that you know, really helped illustrate the importance of where that mind and management uh, at risk of using the Nexus terms for uh, Europe, but where activities occur. California, of course, is another famous example cuz it's such a big state where so many people are so happy living and they rightly so. I mean, we have four offices there. It's an amazing place. Um, but from an income tax

perspective, not from an estate or gift tax, but from an income tax perspective, right? It's a very expensive place to be. Um, maybe not the best place to set up that infrastructure unless there's no other option.

Um, and I've worked with California families who say, "We want to do this for the centralization of and of management, and we respect and expect the California tax." On the other hand, I've found folks that have said, "This really isn't as essential. We can move a lot of operations. We have an ability to be mobile."

Um, what I often look at is that there is mobility of both people and of capital, especially in that social capital that a family might have in a broader ecosystem, the broader set of relationships that exist within a family. So I wouldn't want to limit the discussion to that matriarch who experienced the liquidity event, but rather look more holistically at what is available so that we can again calibrate the income and the expenses associated with the activities, and that income and ultimate taxation is driven to the place that is most appropriate for the broader enterprise. For sure.

And we could easily do two or three hours on the complexity and intertwining of governance and structures. It goes back probably a year to a year and a half, but those that want to hear one of my interviews, that was with Alan Zachariah at Pad Stone, who's a well-known figurehead in the family office world and has a strong relationship with the Lender family. That was a deep dive, and really not too much has really changed relative to that specific case going back a year to a year and a half ago.

But before we move on to some other subjects, if I might add there, I wonder if in that conversation, and I want to call it out because we won't get into it now, but Angelo, for listeners who go and find that, um, um, Alan is his name at Pad Stone, Alan? Oh yes, Alan Zachariah. Alan might have addressed not just Lender, but also a parallel case that was settled out of court, but was docketed, so we know about it, called Helman. Um, and the Helman? Yes, so he would have. There's a, there's a very good. The, the real lesson is in the comparing and contrasting of those cases. Uh, papers are public. Um, I'm not, you know, I'm very sensitive to personal and, um, family privacy and autonomy, um, and anonymity, but, but there's, there are papers and you can see the way the IRS compared different facts. So I think that that lecture should be, you know, noted not just for Lender, but also for Hel- Helman, and I believe that Alan would have been in a good position to compare them.

For sure. And if you really go back, and there hasn't been many, at least that we're aware of, of the IRS challenging what I would define as a family office, but the couple that are on record, and some of them go back to what, the '40s, uh, they've not ended too well for many families, which made the Lender case a, let's go with the word, a rare public win and provide a framework that potentially uh, could hold up more moving forward in the future.

Angelo, I can't help but to interject there. Sure. How important that is. And that's a key part of what I am sensitive to when I have my, when I'm, you know, just playing the role of the tax lawyer within a broader discussion. Um, and that's the trade or business, right? So I think what you were alluding to, so that the listeners are sensitive to this when it comes up, that generally the management of one's own assets is not a trade or business. This whole conversation has been. And those are the ones they've lost in the past. Higgins, King, uh, what is it, Beal, um, and then, uh, and, and, you know, it's similarly, uh, Stringfellow, I think it was, uh, more recently in 2010, was, you know, stood for the proposition that that simply a cost center is not enough. That was a taxpayer with a consulting um operation that served other interests, and that was not enough to rise the level of a trade or business. The activity must be regular, continuous, and substantial and have a profit motive. That was Grosinger, I think, was the the name of that case, years and years ago, late '80s as I recall.

Um, so Angelo, your point is a really good one, and as a tax lawyer, I can't help but to expand on that so that the listeners understand the sensitivity. And this goes back a little bit to several points I made earlier. There, there are no easy conversations, Sarah, especially in the topics that we're talking about now. It actually, I promise for the final half hour to 40 minutes, will be actually a little bit easier for people to grasp and understand. This is why when you're creating or reinventing a family office, there is a limited number of people in the U.S. and around the world who really, really know their stuff. It's rare. Trust me. There's a reason why most family offices are not optimal. And when it comes to governance and structures, they're probably theoretically breaking some rules somewhere along the way. The governments and IRS are very tapped, so they can't see everything. Otherwise, it'd get a lot more money than it currently is, but I, you know, trust me. If some of you get mad at me, you get mad at me. 99. There's a reason why the top 1% are the top 1%. And if you were to break that down into the top 1%, there probably is a leader of the pack and someone is at the bottom of that. But I could say with great assurance to many of you, your head is in the sand. You're not optimal on your governance and on your structures. At the end of the day, the buck stops with the family. It's your fault as the family. You got to get that corrected. And it may mean adjusting your talent in the family office. We'll get to people relatively shortly. Sorry for my little bit of scolding there to the family offices around the world, Bill. Uh, but, you know what? I don't want to sugarcoat things to you. I want to be honest with you, and if you get a little bit of your feathers ruffled, you know, maybe that's a good thing.

Uh, why don't we put a little bit of a bow on the governance and the structures into the Lender case with a little bit of the complexities of, okay, you now have these varying entities, the family office management company, the assets, and admittedly, maybe a private trust company would put a little bit of a bow on it. Uh, and I don't know if we're going to have time to get into that, but for what you're describing as a real business purpose and legitimate entities and how it's structured with Carey, there needs to be some level of intertwining of agreements to make this all happen, which again goes to, if you're doing this without really high-level family office experienced legal counsel, you are messing it up. I guarantee it. Why don't I give that to you, Bill?

Sure, thank you. And, and I appreciate you mentioned also the time. I was thinking, um, I have about 20 more minutes for this conversation. Okay, it's 5:30 Eastern. Exactly, exactly. Um, so the agreements and the activities are to be considered and memorialized so that they can be defended if ever challenged by the IRS or any other taxing authority. I very much approach this as a business. There will be some years in the beginning when the expenses are going to exceed the income generated in the inv- in through the investment or other activities. And that's okay. Um, think about a private equity fund, uh, timeline where you have your investment period, capital is called, it's deployed, but there's very little income. The three, five, seven-year horizon is when the liquidity events start to occur and that distributions of cash can actually be possible. In the beginning years, uh, the partners' K-1s and the partnership is going to have its own filing, a 1065 to to report its activity and issue K-1s to all the partners, including the family office if it in fact holds equity.

Um, I have found that many of my more current family offices, my more the newer ones, um, do hold equity in the underlying, uh, consolidation or investment partnerships, um, and, um, earn a profits interest, which is, um, an interest based on services performed and calculated in a manner that's agreed upon by all of the partners, memorialized in the partnership agreement, to, uh, provide for, uh, a, a slice of income from that year allocated first to the service provider, and then the balance to some or all of the other partners. I say some or all because sometimes the the family office or the general partner will, uh, receive more income later, sometimes it may not. But that's going to be drafted into the partnership agreement. And there needs to be economic risk of loss. So these are not fixed payments.

One of the things, one of the questions I get, and we, you know, in in approaching this, if listeners haven't already gathered, I want to be clear. There are both quantitative and qualitative aspects to developing, structuring, and optimizing the family office in the broader arrangement. So when we add, as Angelo said, the ribbon on top with, say, a private trust company or trust fiduciary services, those are component parts that you don't just throw in at the end, right? I mean, Angelo knows this, um, and right is right to bring it up in this conversation because it changes the nature of it. Um, it changes who does what, when, and what is the compensation associated with that. Um, I've learned from many great partners here of all sorts of different with who've engaged with clients on all sorts of different business activity, that that calibration is something that is developed first in a, I call it a business plan. That's just sort of my, my entrepreneurial side coming out. Um, many lawyers would say doesn't need to be a business plan, but if you look at the component parts of what needs to be evaluated, it really are the component parts and aligned with the component parts of a traditional business plan that any MBA would have evaluated in their own business school experience.

Um, the partnership agreement will be entered into among the partners, but it may also call for a management fee. Um, there, there often is, and in in private placement funds, we find that there is a management fee that's calibrated based on the level of activity, oversight, and risk undertaken by the service provider, whether it's a management company or the general partner. The family office may be both the management company and the general partner, it may be one. We may have subsidiary entities, and what I, you know, to illustrate what that is, but without going too far into it, this is discussed in the chapter, is that families who have, um, uh, recognized family names or intellectual property may ask the family office and task the family office with managing the family name or image rights. Sports stars are an easy example. Very easy example of that.

Um, a family bank fits into this arrangement. Is there, what's the financing institution or opportunity here within the family arrangement, and how does that interact with the family office? Um, insurance companies, uh, captive insurance companies are widely used in the robust business context. These are not just techniques for estate planning, though they have been used and challenged in that context, and I want every listener to be aware of that, that these are not products that you just simply set up to divert cash flow, but rather a family office that is tasked with the personal risk management of the family members should be undertaking, uh, health, life, and property insurance analysis for the broader enterprise to be sure that risk is managed appropriately.

Um, life insurance may also include the calibration of estate tax liability, which is where right now we, every U.S. individual has a 12.06 million dollar exemption, of course, combined and doubled for families, house spouses that can use that. The family office should monitor every adult participant in the family who has the benefit of that 24.12 million dollar, you know, exemption among spouses and be sure that assets are properly taking advantage of the grace, the deductions, and exclusions that Congress has granted to us, right? This is not a loophole here, I want to be clear, and this is why I come back to my sensitivity to tax havens. This is the law that our legislature has enacted. This is the, the benefits that have been granted through our legal systems, and rule of law is incredibly important. I was, I was lecturing on tax haven jurisdictions as contributor to the Euro crisis here, Yale University, and it was a wonderful lecture with some just amazing students who were very inquisitive and insightful. But that was an important concept that the rule of law must be respected, and this gets back also Angelo to your best practices, which assumes not just that the documents are in place, but that they are followed, administered, and tax compliant.

I mentioned that 1065, there may be another 1065 for the family office, or 1120 if that's done as a C corporation. The trusts will either be grantor or non-grantor trust, they will have their own tax compliance, and income will flow from their participation in the investment partnerships. Up to those trusts, whether they're grantor and then go to a grantor's tax return, or non-grantor and they're filing their own 1041 and reporting their own income, is something that needs to be closely monitored, as do other compliance activities that do become the responsibility of the family office. The Bureau of Economic Affairs has the, our economic analysis has their BEA inbound and outbound investment reporting requirements. Of course, we know about, um, you know, FATCA and CRS reporting. Person? Yes, we do. You know who in the family enterprise is monitoring that? Usually, it's the family office.

So finally, the point on compliance, Angelo, is 2022, the Corporate Transparency Act is likely going to be taking effect. It was announced and proposed last year. We got proposed rules in December with a comment period that ended in February. We're just awaiting those final regulations. Think of it as your state registration requirement, but now at the federal level, looking to those who have formed entities or those that are non-U.S. and have registered to do business in the U.S., and those who control 25, control the entity or own more than 25% or more of the entity also have a compliance obligation.

So you mentioned that, you know, that integration and oversight and each of, there, there's a lot of considerations that need to be addressed. I wanted to walk through those so that families considering this will appreciate the, um, a work that they would have to do with or without a family office, but why the family office provides the value of managing that for the family enterprise, assuming they're doing that and good and doing a good job at it. Absolutely. In theory, that should be really among the foundational things that a family office is doing, and there's more than enough capable people to do that, but there does need to be a level of the right structure, leadership, expectations, goals, compensation. I mean, honestly, people, I can make this a 10-hour dialogue, and we're still not going to cover everything. Uh, two summers ago for my members, I believe it's available as a one-off for non-members on my website, I did six hours in three different videos on creating a family office, and I'm still proud of it, but that was two years ago. Things changed. I would have some different perspectives now, but I still think it's something that is pretty foundational. We didn't even have a chance on even stating the governance and structure. You did hint a little bit on it, but may there be some nuances of an LLC versus a C corp? Is there tax arbitrage? Will again, we can't cover everything in the remaining time that we, I'm sorry, Angelo, I was just going to, you know, you're absolutely, I don't know if this is what you were alluding to, but I can expand briefly to say that there should be committees that when we think about the attractiveness of an LLC, is that all it needs is a manager from a management point of view. However, you, while we want things to be simple, we don't want them to be overly simple.

Um, too simple, right? In a family context, and I, and I'll point to work done by Josh Baron at Banyan Global. He just published a new book on the family business that I thought was very good, and and there was a couple of ideas in there that are fantastic. So, so again, I stand on the shoulders of giants, but what we learned, and Josh has expanded on, is the four-room model, which I thought was actually really helpful. Similar to John Davis and Ronaldo Tagliaris' three-circle model, we've got the, the family enterprise has different decisions in different contexts, and I very much start to draft those in my documents. What is the board responsible for? What are the officers responsible for? What's a management or management committee responsible for, and how does it relate to the three big decisions of investment decisions, distribution and cash flow decisions, and then finally, and very importantly, amendment decisions. Aha, very much so. And you're correct, we didn't really have time to dive into structuring of boards, fiduciary voting, consensus, majority, committees, various committees, again, yeah, the world of the single family office could be incredibly complex and complicated, and there really isn't still to this day a massive amount of research, especially with the best of the best, which is one of the reasons why we're doing this on best practices. It's, it's hard. We'll give a chance in a couple of minutes for Bill maybe to recap the five and provide contact information where you have a chance to reach out to him, which I would highly recommend. If I had to pick a subject in the final couple of minutes that is not as technical, that's the human interaction. You actually noted, I'm looking at your top five now, numbers one and two basically are this, and that's the importance of people. I have my big three, maybe just because it's catchy, people, processes, and technology. Uh, I'm not an attorney, so I'm probably going to focus more on those things that are more applicable directly in my wheelhouse, so that I'm respectful of tax and legal issues, and luckily know great people like you that can help families on that. But at the end of the day, yeah, you want to have your governance, you want to have your right structures, and I'll even agree that's foundational, maybe before anything else, if you're newly creating an SFO, single family office, but you kind of have to make the right decisions, or if you don't, fire them and make the right decisions on people. And now this comes down to, you know, who's making the decisions in the family office? Who's day-to-day? Is there nepotism in the family involved? Are non-family members going to feel threatened that there may be a spy, God forbid, in the family office? And it's amazing, Bill, and I guess I'm making a lot of families mad today. Uh, the families built these amazing enterprises that they often had a liquidity event for. That's how most families create great wealth as entrepreneurs, one generation or multiple, then a liquidity event. And they ran their businesses with such rigor and thought and hiring of talent. Yet, now, when it comes to their post-business of running their billion dollars or whatever, their family office, it doesn't always get that level of rigor in both the structure that we discussed in the family office and in the people. Really, really good talented people, especially in investing, especially in direct investing, are going to cost a lot of money. Now, you may be more outsource-centric. I get it. That may be the right call. And I agree, trust is paramount. But, I'm making that assumption that you're going to have that with them. Maybe I shouldn't. But, that goes back again to people, not just purely their skill set, because sometimes that could be outsourced, like legal. But, how they're going to integrate and communicate with the family, and how they're going to work well as a leader or a productive employee with the others. And now, we get into less technical and more the human aspects of emotion. So, even though you're an attorney with a tax bent, you've seen so many family offices, some that have done it great, and some that went in with good intentions and let's just go with the word, it's mediocre. How important is the value of the right people in a family office?

You're, you're absolutely right. It's incredibly valuable. Um, and you're absolutely right, Angelo. You were alluding to the fact that this can make or break the entire structure. Um, it's a little bit like the fiduciaries, too, you know? And, and this is where the the family office and the private trust company, I have found in my practice often, um, can be addressed together and with similar or overlapping teams, though with very important differences. Um, but, they need to collaborate. They need to understand each other. Um, building respect, having clarity of purpose, clearly defined roles, and matching expectations with reality is essential. Right? That is an architectural phase. That is, that is the initial conversation, and many of those, um, engaged in the consulting and advisory worlds for strategic governance of family offices and family operations spend a lot of time thinking about this. And that's what I, I would love to leave, and I think we should leave everybody with that architecture and developing, identifying the component pieces that are most important to each respective family, creating a hierarchy of what's essential for for for the optimization of the family office and achieving the goals that the family wants to achieve, and then navigating, refining, modifying, and then finally concluding on what is the right structure with all the pieces fitting together is probably half of my engagement. It's certainly the first number of meetings before we even move to the more detailed analysis of the way the specifics are going to work, and then the ultimate implementation for setting up a new family office.

Um, we've actually developed even a family office or family enterprise audit strategy to review everything, which every, everyone that I have done exposes gaps or vagary in the structure. Not in a bad way. When we do it proactively, we can cure and fix things often with little or no impact. It's only if they're left unattended to or compliance goes too far astray that you cannot do a voluntary, that you've now there's a triggering event that causes a definitive consequence that may have been unintended or actually, uh, not beneficial to a family. So, the audit allows us to organize things. If we're reorganizing a family office, the architecture allows us to organize the family office on a prospective family office. Um, and then we can move decisively to drafting. So, we execute decisively after an architecture is agreed upon.

Yeah, that's a, a wonderful way to put it. And you also hinted at it earlier. Uh, family offices need to be more quantitative, measuring results. But, at the end of the day, this is art and science. It's not strictly measuring per certain metrics. Some of it is and needs to be more so. And that goes back to among the questions I most commonly get, probably more so from SFO executives, you know, you may think you're doing a good job, or you may think you're doing not so good of a job. But, if the family, all that matters at the end of the day is how the decision makers in the family feel, and I emphasize that word, feel, feel about you. They may love you and think you're amazing. You're great. You may think you're amazing, and you might be. But, if they don't feel that, or that communication, or the next generation that's upcoming that's going to be making decisions next year, you have a problem. And it's not easy to even get other positions inside a fragmented and small world that still is effectively the single family office.

Well, Bill, you've been a great guest. Uh, we definitely have multiple parts within the year as it progresses that we could follow up on. For those that would like to learn more about your five best practices, about the work, the great work that you do with families, uh, around the world, how can they reach out to you and learn more?

Thank you, Angelo. Um, I'm a partner at Withers Bergman. Um, our website, www.withersworldwide.com, um, has a lot of information, and just a simple search of William Kambas at Withers will will find me. Um, my full contact information is available on my website. It always does. And you guys have a great website, very easy to navigate, and searching for the wonderful partners in the firm. And Bill would be a great conduit to many of you, uh, even if it's international. The opportunity is the firm is international, and I'm familiar with many of the people active in the family office practice. I don't know if I could think of a firm that has a more global footprint and is as active as an intellectual, uh, firepower in the family office world as Withers. So, Bill, it's been great to have you on. I do have to do a 2-minute close. You have to run, so it's all good to exit. And my audience, my close will be relatively quick. I'm Angelo Robles, the host of the Angelo Robles podcast. And as you probably saw more than most of you have on YouTube today, or YouTube as you're watching this today, I'm the founder of Family Office Association. Yes, I do know that my YouTube channel is more centric to investing, uh, and economist, and anything around investing. And I have a love for that. That's important. I have a passion for it. Uh, and obviously, I've been very active in digital assets lately. But, for those of you that thought that I may have lost my touch on family offices, you couldn't be any more wrong. Actually, much of the near two years in COVID allowed me to reflect and become more creative in my processes and the work that I do with family offices. Many of you are familiar with, uh, it's a catchy title, you got to give me credit, but my disaster prep for billionaires, uh, and other aspects, I hinted at kind of my big three is people, processes, and technology. And those are all areas that can have massive enhancements in practically any family office. So, joining Family Office Association will help. That's familyofficeassociation.com. It's easy to navigate. And for those that are more significant assignments or want to reach out, uh, I do select consulting assignments. I also have some mastermind and classes that are online and digital that may be of value to you. Just reach out. And everyone knows I'm very active on social media. We're Family Office on YouTube. And the same thing at Twitter, you'll find me as well. Uh, so, again, thank you all. Thank you to our special guest, Bill Kambas. That's K A M B A S. Bill, you've been a great guest. I look forward to seeing you soon.

Absolutely. Thank you, everybody. Angelo, thank you. Really appreciate it.

My pleasure. Thank you.