EFTA02231659

Sent Thur 12/7/2017 8:07:59 PM Subject Fwd: leon DO NOT SEND, hand deliver. pleae print Forwarded message

in June and then again Sept, we both agreed to a 50% of phaidon payout., then only after weeks, when you delayed any detailed discussion of money wanting to give the issue a thoughtful response ( which I fully understand ) . you unilaterally changed changed our agreement. . 5m would be reserved for the future ? . and out of the remaining 15m ,? i would receive only a third. ( note : I'm confident that both the debt , and the art space investment will also lead to a write off of another 30 m. plus ) In my dining room ,you were surprised when I said that i require most people to pay their advisory fee up front so that I am assured that I will be properly compensated for my work when strategies are implemented . you may recall that you appeared offended and said " are you suggesting that i would go back on my word " I said no , of course not ! you are my closest of friends ,but my experience is that when amounts get large, people tend to get unhappy when it actually comes time for them to pay I include below the email i sent to you on April 15, the day i was examining your returns It laid out my understanding of the compensation for a transaction of the magnitude to the penny of the one just completed. though the number was great it was clear. When it appeared that the details could now be worked out I was the first to say , it is too much money, however. From day zero I proposed to discount to 50 - 60 million the fair price of the transaction just completed . including Phaidon. . though this amount was already substantially less than our agreed and negotiated formula. - I was never told that this was out of range. in fact, alternative methods of payment . plane, or an -in-kind payment were discussed ( ie including keeping the 30m portion of fee outstanding till March ) ,I provided as you specifically requested a detailed step by step execution plan and reviewed all documents that i was given access to. ( Phaidon was not forthcoming ) in order to make my many corrections . I was then told that Alans involvement warranted a discount . Even in the best of light , though it is beyond question that not one time in the three years of his retainer has he ever proposed a unique idea. (including any wayt to deal with the use issue on debras death ,or even the most basic review of your largest asset by far , the BRH agreement. ) O.K. - lets say he made a contribution to the plan and stretch reality beyond the pale and say it was 50 %. though no one could posit such a large amount unless they were wearing a brightly colored clown suit. , the payment associated with the deal was known . It had both sent in writing and spoken about on the phone numerous times , a detailed execution plan was provided . then and only then after all was laid out for the group I was told that after a number of conversations with brad karp that a total of only 20m would be paid , (and even that was more than originally contemplated ) for both transactions . Leon I feel It was remarkably unfair. I wondered whether brad even knew of our prior agreement.? I called him and he said he was never told.?, I would ask that you I and Brad karp sit together if you think it would be helpful. . I would like to send him this email, with your consent of course. If the transactions were never consummated , i would not be owed a dime, however , the expected fee was known up front. , the detailed step by step plan was followed and overseen by me, the amount that I had requested before the transaction was even begun, and had already been heavily discounted, out of friendship, from our agreement . I believe the decision re only paying 20 m has frankly , left me felling quite uneasy. Forwarded message

either you or brad ask for it - airplane: re structure, (my only suggested priority in june ) is really ,no further ahead then it was then , consultants up the kazoo but nothing at all done.( the office was recently told by Brad not to share the outside proposals with me - brad has no idea even as to what questions to ask. he knows little of finance, is bullshitted over by almost everyone in the office. . Eileen was self aware enough to know she was over her head , that is a huge difference. bad info is rampant a simple emblematic example- 3 million in deductions I'm told were taken for art space but on closer examination it turns out they cannot be used at all. ( ZERO benefit ) though you will be told yes they were deducted on the return they said that is the only real question you were focused on ! " were they deducted or not - correct question would have been " is there a benefit " !! I asked for the balance sheet and/or P and L for Regan arts , the basic first step in order to check your financials. "sorry we never got one?" though 9.8 million invested, no p&l, nothing!, a construction project run amok , no budget, the coo fired EFTA_R1_00985490

after only 3 months. , no clue . fyi artspace financials are also a total mess. ( no receivables ??). when i asked for a list of what got done and did not, i received the email from Brad basicailly mind you own business. so much was promised. !!! As in your words im one of your closest friends and in order to turn the page. I include the following in order to be constructive Here is a list of things I think would be in your interest to get done asap .but definitely not by me. i suggest you form new grats. , hire a high level tax partner. use your trading accounts as they remain a paramount requirement 16 months after i emailed you re their importance. THe Phaidon transaction papered and structured as contemplated DOES NOT WORK , its as simple as that. DOES NOT !! I suggest again that you re-do bank loans. no need to pay interest at higher rates on boat or plane. . as Richard is now no longer trustee. re- do will, make suydam executor , with Barry, and john as back up. pay I million a year for executor role. get rid of Judy Black trust, deal with gifts and their tax returns, . review amounts to kids at fixed ages. put more protections in for Alex and Victoria. , distribute some money to kids let them make decisions. , decide art division with children in attendance . have fire drill done on estate. fill out estate returns as if you and Debra died today, choose advisers - rick bronstein said the only 1040 he ever filled out was his own. Halperin has a conflict that should be addressed., A strategy of the use of art should be implemented. . you have tax consultants it consultants. plane operation consultant. . boat consultants. architects, lighting , art, legal, . foundation , deal with TRA , BRH , rationalize investments. cash flow. reporting, gaming disclosures. foreign, gift. . prepare tax projections for 15 and 16, . deal with neg basis ( tufts gain, debt financed. art partnership, pledges. sell stock , art, deal with phaidon debt. athene,? income , capital , foreign , exit, corporate, insurance regs, out and inbound issues, basis, appropriate discount rates. ? terminations. control. , qualified dividends. corporate tolls, inversion rules. , grat issues, short swing and other sec disclosures, I still think you might consider a Rothshcild bank transaction they have 150 b and a distribution network with no products , private bank Rockefeller Rothschild. financial service. deal with UK visa issue sooner rather than later. we can talk about Rowen request re Athens , complex 2 billion in taxes on transaction. ?! since you asked since last nov. i found 11 million dollars in dormant accounts. 4 million dollars in cilcens drawer. . went through cash flows for phaidon showing that john murphy is not an accountant. redid your gagosian contract , . organized structure in case of divorce. set up gift trust. stopped ada from including multiple times things not in your interest. dealt with bad sales tax use tax income tax . created 8 millino in deductions ,500k in mistakes , found bank of scotland fbar problems, . . reorg bad art purchases , funds taken, charitable decisions , helped with fincancial statements, gaming commission. . boat deductions, rescued stock from grats. . may 1 after months of brad not finding anyone i sent an email saying you would have to pay more. . on april 15. I sent an email detailing payments owed if i could figure out the basis issue, ref the email above. EFTA_R1_00985491

here are some questions you might ask your "team" ..? ask them to provide a balance sheet or pact for Regan arts. . ask . either wechsler or haperin to tell you what brh is, or how the tra works. as bronstein to tell you why the proposed phaidon transaction DOES not work. no chance as contemplated . ask them to give you a plan for the plane. ? ask them to show you the cash mgmt for over 100 million dollars. . ask them to show you the IT system progress after one year. separate from making it more secure though you are not a trader with inside info the approval process for payables. . the cash flow projections? assumptions? ask for a comparative review of investments. ask how you get cash with no tax ? ask haperin to describe to you in any detail BRH upon death, the major asset of his two biggest clients. tax basis, disposition in the estate. . etc. ask brad to show you the liquidation of the intervening art space cos? that has been on the table for months. read adas questions that are wayyyy overdue Forwarded message

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