Even if you buy a classic fit shirt, the silhouette will still likely have spots where it's tapered. The good news is most button-down shirts hover around a tapered fit these days. A quality tapered shirt will hug your arms and broad shoulders, but won’t showcase any imperfections in your midsection. While some men might feel comfortable with a relaxed-fit shirt, it’s best to opt for a tapered fit that flatters your torso, but won’t cling to your body. Now, what you should consider when shopping for a great button-down shirt is the fit and fabric. So if someone says "button-down shirt" you should think more casual (hence the buttons), and if someone says "button-up" you should think more formal. The only real difference between the two shirts is that a button down refers to additional buttons that hold down your collar flaps. This does not answer the questions raised by Professor Rounds, but there is some precedent on how the Courts may interpret the trust’s validity, and the enforcement of its purpose, in the future.If you’re confused about the difference between button-down shirt and a button-up shirt, the terms have become interchangeable (and it’s not worth worrying about). Until then, Purpose Trusts have worked in the past when the Purpose Trust, holds specifically identified real or tangible property for a clearly articulated purpose. I doubt that many of the questions will be answered until the first big lawsuit. They will also need to draft contingency plans if this structure later fails to either fulfill the Grantor’s purpose if the purpose trust, or the foundation, fails. In my opinion Estate Planners will have to do a lot more work on mapping out the specific scenarios that Patagonia Purpose Trust and the Private Foundation could possibly find themselves in in the future. Is there a fiduciary duty running from the Trustees, as the controlling shareholder of the company, to the foundation, as a non-controlling shareholder? If so, can the foundation sue the Trustees to enforce the purpose of the Trust, or is it limited to sue only to those grounds that a non-controlling shareholder can sue a controlling shareholder in any corporation? Can the foundation, and so indirectly the Attorney General, sue to enforce restrictions on holding a closely held business interest in a charity? There is no duty of loyalty running from the Trustees, Advisory Committee or Enforcer(s) of the Patagonia Purpose Trust to the private foundation, since the private foundation is not a beneficiary of the Trust.
But to whom would they run? If the “enforcer” of a purpose trust effectively owes fiduciary duties to no one, then the enforcement mechanism is illusory and, if the enforcement mechanism is illusory, so also is the Trust itself. The problem, however, is that in the purpose-trust context the enforcer’s fiduciary duties would have to be owed externally to someone other than the “settlor,” otherwise we would have a redundancy. “Would trust principles rather than agency principles constructively govern were such a private enforcer in the picture? If the enforcer is a true fiduciary, then the answer might well be yes.
Professor Charles Rounds has raised this exact question in his Loring and Rounds: A Trustee's Handbook (2022) section 9.27:
It also does not answer the question of enforceability. It does not address what an appropriate role of the Grantor, the grantor’s family and other interested parties, such as the employees of the business held by the Purpose Trust might have. The Act requires a Board of Trustees, that controls the Trust assets, an Advisory Committee, who can sue to enforce the purpose of the Trust, and a Trust Protector that can amend and even terminate the Trust.
In most states, the Uniform Trust Act provides only a cursory handling of the issue of enforceability in purpose trusts.
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