Parties settle struggle for control of A-dec
The battle for control of Newberg's largest employer is over.
A joint news release distributed by members of the Austin-Parrish family, A-dec Inc. and Brett Baker announced that the parties involved "have reached an agreement to resolve their differences through mediation."
In short, the agreement calls for Baker's ouster as trustee of A-dec co-founder Ken Austin Jr.'s trust, as president and manager of Austin Industries and as community trustee for the company's Legacy Trust. Baker will continue to lead Springbrook Group, an enterprise founded by Ken Austin Jr. that focuses on local community building efforts.
The group of Austin's heirs and their spouses that came to loggerheads with Baker during a board of directors meeting last summer — which includes A-dec President and CEO Scott Parrish, Loni Parrish, Celia Austin and Ken Austin III — will assume control of that board and with it the future direction of the company, one of the largest dental manufacturing firms in the nation. Brian Naffin, A-dec's former vice president of finance and IT, will assume Baker's duties as manager of Austin Industries.
"We all care deeply about the prosperity of A-dec and its employees, support for the community and the continuation of the Austin legacy," the parties involved said in a joint news release. "This has been a difficult period for all of us, and we look forward to putting this dispute behind us so we can focus on the future."
The parties declined any further comment on the issue.
"All parties are focused on moving forward, and are committed to the success of A-dec, its employees and the community," the release said. "There will be no further public comment on this agreement."
At its core, the struggle between Baker and the others was for control of the company's board of directors. It came about in September 2019 when Baker, acting as chairman, attempted to name two new directors and dismiss two others, including Scott Parrish. The quartet of Austin's heirs and their spouses pushed back, claiming that with Ken Austin Jr.'s death in May of that year they were now in control of the board and attempted to jettison Baker from his position as chairman.
Their action prompted Baker to file for a preliminary injunction in Yamhill County Circuit Court in late September. He argued that the senior Austin had, before his death, named him trustee of both of the company's trusts and with that, control of the voting stock that allows him to head the board.
Various legal measures ensued before the parties decided to seek mediation.
"The parties to the current litigation in Yamhill County Circuit Court have agreed to settle the issues pending before that court and are working to formalize the details of a comprehensive agreement," a statement from Baker, A-dec and the Parrish family said in February.
Both parties' counsels appeared before Judge Ladd Wiles on Nov. 22 to address, primarily, Baker's claim for injunctive relief.
"For several years prior to his death, Ken Austin considered how the company should be governed after his death and who he wanted to hold the majority voting interest that he held in his own trust," said Thomas Johnson, an attorney for the law firm of Perkins Coie, representing Baker. "Although he loved his two children and he had been very generous to them throughout his lifetime, ultimately he decided to give a trusted colleague, Brett Baker, the authority and the responsibility to vote his majority interest."
Johnson explained that his contention was that Baker was the board chairman and Scott Parrish had been removed from the board as of Sept. 25. He added that Ken Austin Jr. was deliberate in his actions following his wife's death, buying 115 shares from her trust to ensure that he retain the 51% of voting stock necessary to control the company. He further argued that the company's articles of incorporation clearly say that owners of Class B nonvoting stock, which the heirs hold the majority of, are not allowed to vote on company matters.
Matt Donohue, an attorney for the Portland law firm of Holland & Knight and counsel for the heirs, characterized the struggle between the plaintiffs and the defendants in simpler terms.
"A-dec is a family …," he said during the hearing. "The ultimate trial on the merits in this litigation brought by Brett Baker is whether A-dec will remain in family control as its founders and the A-dec bylaws intended or not. Now, we don't know why in the last 18 months of his life, Ken Jr. apparently made changes to some of his trust documents or, more importantly, why Brett Baker never told the family or the company about those changes."
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