Transcript

00:00:00 - [SCOTT_WARNER]
Yeah. I may show you when we're done with this call just to show you, but okay.

00:00:04 - [VERA_RODEHUTSCORD]
Yeah. Credit

00:00:06 - [SCOTT_WARNER]
onboarding. This one. Okay. You should have a window pop up.

00:00:13 - [VERA_RODEHUTSCORD]
Yep.

00:00:14 - [SCOTT_WARNER]
Got it? Okay. So company search. Let's try Festool. That's us. That's correct. Okay. Business application. What did that say? Hold on. Full name including middle names. No. I don't know that. Well, yeah, I'm primary contact. That's fine. I guess this is international, so I should put plus one dash business lease at service.

00:01:10 - [VERA_RODEHUTSCORD]
And they are plus one too. I always get super confused by that.

00:01:13 - [SCOTT_WARNER]
Yeah. I know. We are an incorporated business website. Yes.

00:01:28 - [VERA_RODEHUTSCORD]
There is a spelling in com.

00:01:32 - [SCOTT_WARNER]
Thank you.

00:02:02 - [VERA_RODEHUTSCORD]
Does that sound fair? Don't we usually say surface treatment? But, yeah, I mean, general remodeling is fine too. No. I oh, yeah. Oh, yeah.

00:02:14 - [SCOTT_WARNER]
No? Yeah.

00:02:15 - [VERA_RODEHUTSCORD]
Just leave it like that.

00:02:16 - [SCOTT_WARNER]
Okay. I don't think the government's gonna care.

00:02:19 - [VERA_RODEHUTSCORD]
No. Probably not.

00:02:24 - [SCOTT_WARNER]
Hate when

00:02:24 - [VERA_RODEHUTSCORD]
Especially not for money laundering. I don't think they're targeting paying businesses.

00:02:30 - [SCOTT_WARNER]
What happened here? Oh, okay. Signing officer. Under we can we are legal credit card personal information at least one individual who's signing officer of your business are authorized to execute agreements and issue payments. So this will be Amity Sendama, chief financial officer. Alrighty.

00:03:06 - [VERA_RODEHUTSCORD]
Is it her only at the moment, or is Matt holding that authority too?

00:03:12 - [SCOTT_WARNER]
He also does.

00:03:15 - [VERA_RODEHUTSCORD]
Do we always have to have two?

00:03:20 - [SCOTT_WARNER]
No. Not for this. This is more it'll make more sense. It's if it's like the other I I will add Matt because I have his, but it'll make No.

00:03:28 - [VERA_RODEHUTSCORD]
No. Just just in general, if we if we always need two as a business, not in this context.

00:03:34 - [SCOTT_WARNER]
We always need to. Yeah. Basically, what the process here is is to make sure that none of these people are terrorists. I got I just gotta remember where I stored all these. I have all this summer. There it is. Open location.

00:04:13 - [VERA_RODEHUTSCORD]
Okay.

00:04:17 - [SCOTT_WARNER]
Amity Dawn. It's her old passport. Let me ask her if she got a new one.

00:04:29 - [VERA_RODEHUTSCORD]
Her date of birth shouldn't change.

00:04:31 - [SCOTT_WARNER]
No. But it's gonna want her passport in a minute. Okay. Let's see. Pass oh, shoot. I don't know how somewhere I went to Crestedland. Go back. I'm a mess over here. Back. Date of birth. God, she's young. 12281983. She's younger than my damn brother. God. A m n t dot Sendama. Phone number is 7617654824500. Personal address. I guess other. She answered. This giant monitor, and it's still not big enough. She did get a new password, I'm glad I asked.

00:08:14 - [VERA_RODEHUTSCORD]
It makes me feel so uncomfortable to share all that personal information just to just to watch you sharing that. I don't know. I think it's for a for a business context. You know? I think that this is wild.

00:08:28 - [SCOTT_WARNER]
I mean, I have miss Myers. I have I have everybody's passports personal like, I keep it under an encrypted file, but I have it all. I always say I I do feel good about how much trust the company has in me. I don't they don't really have a choice, but True. I'm not missing USA. Right? Okay. I guess not.

00:09:00 - [VERA_RODEHUTSCORD]
No. But you have to

00:09:08 - [SCOTT_WARNER]
Go ahead. Did I miss something?

00:09:11 - [VERA_RODEHUTSCORD]
No. You I think you just copied the full address in there. Right? And then didn't delete it?

00:09:15 - [SCOTT_WARNER]
I left it because it's USA, and I wanted someone to see it. So

00:09:19 - [VERA_RODEHUTSCORD]
Yeah. That's true.

00:09:26 - [SCOTT_WARNER]
I'm just gonna double check this real quick. Canada. Canada. Canada. Canada. Am I missing Canada? It's not on this file. Interesting. See, only thing I really don't like is when with this monitor, I can't if I share the whole monitor, it's, like, so wide for you guys. So I share a window, which is fine. But, like, as I work on other files that you might need to see, it's like I have to, like, undo it, redo it. You know? It's just annoying. So

00:10:37 - [VERA_RODEHUTSCORD]
I know. That was my main struggle with the ultrawide one too. So the board of directors for Canada is Amity and Matt?

00:10:51 - [SCOTT_WARNER]
Yep. No. It's not again. I hate when I open the wrong oh, wait. That was the right file. 1228. They're both born on the twenty eighth. I find that funny. Alright. So here's the fun part. Alright. I gotta just search through some files real quick.

00:11:52 - [VERA_RODEHUTSCORD]
Including through one or more levels of corporate ownership.

00:11:59 - [SCOTT_WARNER]
Yeah. And I'll, like, I I'll explain this part as we go forward.

00:12:05 - [VERA_RODEHUTSCORD]
I

00:12:08 - [SCOTT_WARNER]
feel that.

00:12:10 - [VERA_RODEHUTSCORD]
Oh, I'm sorry. I didn't have my coffee yet. I try to stick to my no coffee in the morning plan, but sometimes it's really hard.

00:12:17 - [SCOTT_WARNER]
Oh, hell no.

00:12:20 - [VERA_RODEHUTSCORD]
We bought decaf coffee, and I was actually surprised how how close it comes to regular coffee taste. So you at least have the imagination of drinking a coffee in the morning.

00:12:33 - [SCOTT_WARNER]
That's funny.

00:12:35 - [VERA_RODEHUTSCORD]
But then we looked up how they produce decaf coffee, and then it was like, I don't know if I like that. That sounds like a lot of chemical steps and stuff they need to do to get the coffee in out of the beans. So I don't know.

00:12:47 - [SCOTT_WARNER]
Yeah. It's kinda not great. Sorry. I'm just searching for some files real quick.

00:12:59 - [VERA_RODEHUTSCORD]
No rush. In the meantime, I am investigating who puts notes on people's cars in our parking lot that have my name on

00:13:16 - [SCOTT_WARNER]
it. What?

00:13:19 - [VERA_RODEHUTSCORD]
Yeah. Very weird stuff's going on.

00:13:24 - [SCOTT_WARNER]
What? What are they saying?

00:13:26 - [VERA_RODEHUTSCORD]
Nothing. It's just attn.vera.

00:13:31 - [SCOTT_WARNER]
That's weird.

00:13:33 - [VERA_RODEHUTSCORD]
Isn't it? And then Dee reached out to me this morning, and she was like, did you put a note on my car? And I was like, no. What's it saying? And then she she she told me what it says, and I'm like, that's odd. Let me check the cameras. But, unfortunately, half of them are still out. So

00:15:09 - [SCOTT_WARNER]
No. This is horribly annoying.

00:15:12 - [VERA_RODEHUTSCORD]
Why?

00:15:13 - [SCOTT_WARNER]
The way Outlook search works, like, I know what I'm looking for. Couldn't I because I have to use it every year, but, like, Outlook's like, are you sure you don't mean this file? And I'm like, no. I'm really sure. I think I just found it except for Now I just hope this hasn't changed. It's the only thing I'm scared about. Because this is back when it was AG co KG.

00:16:30 - [VERA_RODEHUTSCORD]
For Canada.

00:16:34 - [SCOTT_WARNER]
Yeah. Marcus Schmidt provided the last updates. Is didn't there, like, four Michael Schmidt or Marcus Schmidt Schmidt Schmidt Schmidt Schmidt Schmidt

00:16:45 - [VERA_RODEHUTSCORD]
Yeah. They are. But there should only be one sending you those updates. Right?

00:17:05 - [SCOTT_WARNER]
Yeah. He he was working with Festool, I guess. With who? Festool. Okay. So let's see if this gets us there. I just hope they don't need a bunch of other info because I don't know that I have it for all these people. Yes. 29, date of birth, personal address. Okay. I do have all that. Oh, man. There's seven. So

00:17:46 - [VERA_RODEHUTSCORD]
do you have to do that in The US as well? Or have you heard about it in The US?

00:17:56 - [SCOTT_WARNER]
US put theirs on hold for the most part. There you still have to do some of it, but they used to have something called FinCEN, but Donald Trump got rid of it. So I don't know what our current status is on that. So alright. This individual directly controls the company as a result of being a limited partner of CAM, the interest above the threshold set forth in the regulations. I just need to sorry. I just have to double check all these things because I I don't wanna answer wrong.

00:18:28 - [VERA_RODEHUTSCORD]
No rush at all.

00:18:31 - [SCOTT_WARNER]
25 of all voting shares or 25 of all issued shares. How did this word it? Beneficially owner control more yeah. Okay. So same rules. It is him, but I don't know that we end up paying for but I can figure it out by using the chart. Now let's just keep going real quick. Alright. So help me turn this into something that fits here. So city, is this trailing in?

00:19:17 - [VERA_RODEHUTSCORD]
Yeah. Yeah. Province is not mandatory. So

00:19:24 - [SCOTT_WARNER]
Okay. Is this

00:19:25 - [VERA_RODEHUTSCORD]
Or is it? I mean, it doesn't and then this is the ZIP code.

00:19:33 - [SCOTT_WARNER]
Date of birth is okay. I'm gonna no. Never mind. This is this makes sense. So O6292005. Alright. Now I have to find one more chart. Controlling interests are here. And he is part of Kilometers, which is that one, which is 33 of that, which is a 100 of that, 100 of that. So 33. So that one is just stuffy. K m k m k m k m. So that's funny because I would actually answer this no. Alright. I'm gonna share a different screen. One second. Share window. Which one is us? This is Word. So sorry. This is probably oversharing. It'll make you uncomfortable even more. But

00:21:23 - [VERA_RODEHUTSCORD]
Well, it's as long as it's not my data.

00:21:28 - [SCOTT_WARNER]
Okay. So these four all own this KM whatever. Okay? There's four owners. That company owns 33. So to me, I would take 33 divided by four because all votes are equal. Wouldn't you do the same?

00:21:50 - [VERA_RODEHUTSCORD]
Yeah. If they're all equal, they all hold 25 of the 33.

00:21:57 - [SCOTT_WARNER]
I don't know that it's equal, but one would assume that would be the it it would either be more or less.

00:22:08 - [VERA_RODEHUTSCORD]
But then Well, yeah. I mean, that kind of depends on if whether whether you have to list them or not. Right? Like, that that that makes the difference whether you have to list them or not.

00:22:32 - [SCOTT_WARNER]
Right.

00:22:33 - [VERA_RODEHUTSCORD]
Because if they're only asking for more than 25 and you don't know if they all have equally shared ownership

00:22:41 - [SCOTT_WARNER]
Well, I think the way I'm gonna attack this is this way. So here's theirs. K. Can you see my mouse okay?

00:22:54 - [VERA_RODEHUTSCORD]
Yeah.

00:22:55 - [SCOTT_WARNER]
So they own 33 of the chain. So each entity owns 33 technically. K?

00:23:06 - [VERA_RODEHUTSCORD]
Yep.

00:23:07 - [SCOTT_WARNER]
So in that case, then I would just list them all at 33. This is tough for me.

00:23:20 - [VERA_RODEHUTSCORD]
I mean, you can't list them all as 33. Right? Because they don't like, the individuals don't hold 33. Right?

00:23:28 - [SCOTT_WARNER]
Yeah.

00:23:31 - [VERA_RODEHUTSCORD]
But then yeah. I mean, they say even they say directly or indirectly through the organization. So

00:23:44 - [SCOTT_WARNER]
This one's tougher. Like, let me I'm gonna Google FinTrak and just ask. If you need to go, I only gave us half hour because I really thought it would be really fast, but I didn't really kind of plan on getting stuck here.

00:24:12 - [VERA_RODEHUTSCORD]
No. That works.

00:24:38 - [SCOTT_WARNER]
I hate when I close a document and I need it opening in. Damn it. And I gotta do my homework for Brendan. It's due today or due tomorrow or Monday.

00:24:53 - [VERA_RODEHUTSCORD]
Oh, I still gotta do my LA test as well.

00:24:58 - [SCOTT_WARNER]
That was pretty easy.

00:25:01 - [VERA_RODEHUTSCORD]
How long does it take?

00:25:03 - [SCOTT_WARNER]
I don't remember for sure, but it wasn't too long.

00:25:08 - [VERA_RODEHUTSCORD]
I just wanna be mentally there when I do it so I can so it's actually worth something.

00:25:20 - [SCOTT_WARNER]
Do do you wanna see the outputs? I can show you what you get back if you want, if that helps you put context to it.

00:25:29 - [VERA_RODEHUTSCORD]
Yeah. I mean, we don't need to do it now. But Alright.

00:27:48 - [SCOTT_WARNER]
So I actually think in this case, it's actually just Barbara. Well, maybe Barbara and Gerda.

00:28:03 - [VERA_RODEHUTSCORD]
Because when you split it down, it's not above 25 anymore for the others.

00:28:10 - [SCOTT_WARNER]
Right. So I I was looking, and it says this is expected of Germany family owned German family owned companies because I guess it's typical. So they said you calculate indirect ownership by percentage of ownership times 33.3 is equal to their actual voting threshold. And if no one crosses the 25, that's actually anticipated, and then you use, CEO's managing directors. However, let me reshare this again. The way I've calculated it in the past is, one second. So Barbara owns 49 of holding SC and controls 33 as a limited partner of SC and Kokage. Okay? Gerda owns 51 of SE, so technically can outvote Barbara. So she has the general partner.

00:29:24 - [VERA_RODEHUTSCORD]
And, I mean, I think the key there is that they don't share. Right?

00:29:32 - [SCOTT_WARNER]
Say again?

00:29:33 - [VERA_RODEHUTSCORD]
Yeah. They don't share.

00:29:34 - [SCOTT_WARNER]
Yeah. They don't share. K. Let's go back to see, I always get all the fun jobs. Then official credit onboarding. And then let's read

00:30:11 - [VERA_RODEHUTSCORD]
something. Yeah.

00:30:14 - [SCOTT_WARNER]
So I'm gonna say he's not.

00:30:20 - [VERA_RODEHUTSCORD]
Technically, they only all own 8.325.

00:30:27 - [SCOTT_WARNER]
So actually yeah.

00:30:28 - [VERA_RODEHUTSCORD]
Well Offestool Canada. And, I I mean, I don't know how they split it, but even if if I mean, one of them must hold 90 of the Kilometers thing to outvote the others to have more than 25 of Festool Canada. So

00:31:08 - [SCOTT_WARNER]
I'm asking how the, so can you translate so the limited partner was, I forget, or something like that. What was the general partner or was the other word? What how do you translate hold on. I closed it again.

00:31:26 - [VERA_RODEHUTSCORD]
So there is. I guess that was the word you were looking for. Right?

00:31:32 - [SCOTT_WARNER]
I I'm checking. I don't wanna be because it matters if I'm wrong. Yeah. So coming distant is limited partner. Right?

00:31:43 - [VERA_RODEHUTSCORD]
I think so. Yes.

00:31:45 - [SCOTT_WARNER]
What would complementar be in GF?

00:31:53 - [VERA_RODEHUTSCORD]
It's it's shared, I think. Shared partner.

00:31:58 - [SCOTT_WARNER]
Because in the in The US or typical corporate, it's, like, general partner. I'm gonna hold on. I I have it translated somewhere. I'm looking.

00:32:14 - [VERA_RODEHUTSCORD]
But

00:32:17 - [SCOTT_WARNER]
What the hell?

00:32:18 - [VERA_RODEHUTSCORD]
They should be both as the same.

00:32:23 - [SCOTT_WARNER]
Define that for me. The same

00:32:25 - [VERA_RODEHUTSCORD]
So that it should be distance is a female word, and the commandar sounds just male. Can you show me the word? Yeah.

00:32:44 - [SCOTT_WARNER]
So commandition translates directly to okay. General partner. I don't know what g f stands for, though, but I ran it through my I have the the a legal document, and Dave described him as general partner, which is complementar or however you say that. And then commandash, the other one's limited partner, which is that matches to what The US law does. But I don't know what GF would be. One check.

00:33:22 - [VERA_RODEHUTSCORD]
It's it's I think it it translate like the CEO, like the leader. Because g f is usually the short What's that mean?

00:33:41 - [SCOTT_WARNER]
CEO. Okay. So, like, chief executive officer?

00:33:47 - [VERA_RODEHUTSCORD]
Yes. Or, like, managing director, I guess. I don't know.

00:34:15 - [SCOTT_WARNER]
I know I have I'm sorry. I'm searching emails real quick because I have a lot of this from limited partners, definitely. General it is general partner and ownership of that. Okay. Yes. Okay. So Barbara is definitely a controlling entity. I have I have that one as a fact. So miss Myers Stowell was always the question. So she owns 51 of sorry. I let me share the PowerPoint again. Stop sharing. Share.

00:35:00 - [VERA_RODEHUTSCORD]
But why was she always the question if she is not

00:35:04 - [SCOTT_WARNER]
Because it's all it's always in how they did the math. And so what people would always look at is is that she controls 51. Right? So they'd say, oh, she definitely does. But the SE technically doesn't can't outload the LPs because they each own 33. They're just the controlling entity. So that's the question, I think. But they are the managing partner, which is what I think GF in this in this case stands for. Okay. So in a GmbH and CoKG wait. GmbH and CoKG. Oh, s e and co KG. The complementar controls the entity regardless of economic ownership. Therefore, I think she does probably exercise control. Control, in fact, beneficial ownership. Okay. That's my

00:36:01 - [VERA_RODEHUTSCORD]
Yes. And, I mean, in this context, I think the difference there is even though oh, because they only have 49 or 51 of the 33.3.

00:36:16 - [SCOTT_WARNER]
Yeah. It gets kinda weird. Good inspections.

00:36:29 - [VERA_RODEHUTSCORD]
So they would still only hold the 49 would still only make up 16.17.

00:36:41 - [SCOTT_WARNER]
Oh, because Barbara controls 33 by herself. So do you do you have that chart, like, on your own or no? Here, I'll screenshot that part just so we don't have to keep sharing that part of the screen. This is confidential, of course. I shouldn't I should tell you, but you know that. So

00:37:01 - [VERA_RODEHUTSCORD]
I will post it on my LinkedIn.

00:37:04 - [SCOTT_WARNER]
I mean k. So because can you see there how she the line from Barbara goes down? It doesn't I don't know if I don't remember if it has a percentage.

00:37:41 - [VERA_RODEHUTSCORD]
That but then the drawing is super odd because It

00:37:45 - [SCOTT_WARNER]
is odd, and that's how they gave it to us, and we we've asked for clarification. But

00:37:54 - [VERA_RODEHUTSCORD]
Okay. So, basically, and Barbara own all of them own 33.33. But then get a

00:38:25 - [SCOTT_WARNER]
oh, sounded like a Share. No. Okay.

00:38:49 - [VERA_RODEHUTSCORD]
Yeah. But then only but how much owns TTS holding of TTS of of SE and Kokage?

00:38:59 - [SCOTT_WARNER]
100.

00:39:03 - [VERA_RODEHUTSCORD]
Well, then it is Getter and Barbara, isn't it?

00:39:10 - [SCOTT_WARNER]
I think so.

00:39:11 - [VERA_RODEHUTSCORD]
Because

00:39:13 - [SCOTT_WARNER]
Oh, wait. Hold on.

00:39:15 - [VERA_RODEHUTSCORD]
Wait. Who Even though Sorry.

00:39:18 - [SCOTT_WARNER]
Was reading something real quick. Sorry. Go ahead. Keep going.

00:39:21 - [VERA_RODEHUTSCORD]
Because even though I mean, Barbara owns it indirect through her 33.3, which she doesn't share, so she's automatically above 25. And Gerda owns it through her 51 of 100 of TTS, which are more than 25. Right?

00:39:45 - [SCOTT_WARNER]
Mhmm.

00:39:45 - [VERA_RODEHUTSCORD]
So it's the two of them, but not the others. Who is all under Rosenstein?

00:39:56 - [SCOTT_WARNER]
Just Duffy.

00:39:58 - [VERA_RODEHUTSCORD]
Oh, no. But she would still be only

00:40:04 - [SCOTT_WARNER]
She yeah. It's a 100 of 33.

00:40:08 - [VERA_RODEHUTSCORD]
Well, then she would be on it too.

00:40:11 - [SCOTT_WARNER]
Well, I guess I don't I don't know who so they will not generally share those people with us. Hold on. I have a where did I put this?

00:40:28 - [VERA_RODEHUTSCORD]
But then for for for Steffi, it's the same, like, for Barbara Yeah. In this case then.

00:40:34 - [SCOTT_WARNER]
I think you're right. Because it does I don't have anyone else listed. I think there are people, but I don't know it. I feel like I should have sent this to mister Till or no. I should have asked him to fill it out.

00:41:01 - [VERA_RODEHUTSCORD]
Okay. So would do you wanna confirm with them first? Or

00:41:06 - [SCOTT_WARNER]
No. We're just because I know I know I'm right. The percentage might be wrong, but it doesn't really matter.

00:41:13 - [VERA_RODEHUTSCORD]
Would they ever find out?

00:41:15 - [SCOTT_WARNER]
I mean, you just basically, Jim put I I'm kinda surprised they need to do this. Normally, it's the government does it, and you're tracked that way. But

00:41:36 - [VERA_RODEHUTSCORD]
I don't think Kara's birth date is 2005. Right?

00:41:41 - [SCOTT_WARNER]
It is not.

00:41:44 - [VERA_RODEHUTSCORD]
I'm She going in the order. She aged quickly.

00:41:48 - [SCOTT_WARNER]
Yeah. Life was not kind.

00:41:53 - [VERA_RODEHUTSCORD]
Just from

00:41:53 - [SCOTT_WARNER]
aging. That sounded horrible. But ZIP code. This is not required. Okay. Yes. Her, they say put 25 if it's uncertain of a control entity, birth date, street, done. Oh, shit. I need to add more. Add another. Okay. Yes. Why did it go dark?

00:42:25 - [VERA_RODEHUTSCORD]
Time out. You gotta restart.

00:42:29 - [SCOTT_WARNER]
You better not do that to me. Son of a gun.

00:42:38 - [VERA_RODEHUTSCORD]
Oh, no. Oh my gosh.

00:42:48 - [SCOTT_WARNER]
Come on.

00:42:50 - [VERA_RODEHUTSCORD]
This is brutal. Oh my gosh.

00:43:05 - [SCOTT_WARNER]
I'm so mad. Right?

00:43:06 - [VERA_RODEHUTSCORD]
And it won't it won't even let you save. Right? I mean, it's not like you could Oh, no. Okay. I think I am gonna pop out here for a second. I wanna grab some lunch before my next meeting at two.

00:43:40 - [SCOTT_WARNER]
Yeah. You're good. I mean, you you saw the basics of it. That's it doesn't get much more exciting. It it maybe asked me to upload documents later, but, generally, not always. So

00:43:49 - [VERA_RODEHUTSCORD]
k. Well, thanks for sharing. I'm sorry you have to do it all again.

00:43:55 - [SCOTT_WARNER]
It just better go this time. Otherwise, I'm not gonna do it. So

00:43:59 - [VERA_RODEHUTSCORD]
Maybe that's a bourbon topic.

00:44:02 - [SCOTT_WARNER]
Yeah. What could go wrong there?

00:44:07 - [VERA_RODEHUTSCORD]
Alright.

00:44:08 - [SCOTT_WARNER]
Catch you later.

00:44:10 - [VERA_RODEHUTSCORD]
Talk to you later. Bye.