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Official Opinion 2000-6

Official Opinion 2000-6

June 13, 2000
To: 

Secretary of State

Re: 

The use of a blind trust does not limit the information required to be disclosed in a public officers financial disclosure statement, and a public officer must disclose the individual assets and interests held in a blind trust to the extent they are otherwise subject to the provisions of the Georgia Ethics in Government Act.

You have requested my opinion as to the appropriate application of the Georgia Ethics in Government Act to a “blind trust” created by the Governor for the management of his personal investment assets. The specific issue is whether the Governor should disclose each asset and interest held in the trust in the financial disclosure statement required to be filed pursuant to O.C.G.A. § 21-5-50, or whether it would be sufficient to disclose only the existence of the trust itself and a list of the assets originally transferred to the trust. For the reasons set forth below, it is my opinion that: (1) the Governor holds a direct ownership interest in his “blind trust ” which is greater than 10% of the total interests of the trust, and he should disclose information regarding the existence of the trust pursuant to O.C.G.A. § 21-5-50 (b)(3); (2) the Governor holds a direct ownership interest in the individual assets and interests of the trust; (3) the Governor should disclose the required information regarding any business entity contained in the trust in which his direct ownership interest is more than 10% of the total interests in the business or has a net fair market value of more than $20,000.00, as set forth in O.C.G.A. § 21-5-50 (b) (3); (4) the Governor should disclose the required information regarding any real property contained in the trust in which his direct ownership interest has a net fair market value in excess of $20,000.00, as set forth in O.C.G.A. § 21-5-50 (b) (4); and (5) the Governor should disclose (as he has already agreed to do) the required information regarding annual payments in excess of $20,000.00 received by any business entity contained in the trust in which the Governor’s direct ownership interest is more than 10% of the total interests in such business or has a net fair market value of more than $20,000.00 from the state or a state agency, department, commission, or authority and exempted from disclosure under O.C.G.A. § 45-10-25, as set forth in O.C.G.A. § 21-5-50 (b) (5).

THE “ROY E. BARNES BLIND TRUST”

After being elected Governor but before taking office, Governor Barnes created and transferred to a trust a substantial portion of his assets.1 The Governor’s laudable purpose in utilizing the trust is stated by his counsel as follows:

Governor Barnes’ intention in creating the trust is to prevent himself from knowing how his investment assets are managed during the time he serves as Governor, and particularly to deny himself knowledge of what businesses the cash and cash equivalents placed in the trust are invested in. His purpose in “blinding” himself as to his investment assets is to remove any potential conflict of interest when, in his capacity as Governor, he deals with issues that affect a wide range of business interests and property ownership, since due to the trust he will not know what business interests or properties are held by the trust for his benefit.

According to the terms of the trust, Governor Barnes conveyed to a trustee all of his interests in certain property to be held in trust for his benefit until the date on which he is no longer Governor or his death, whichever occurs first. At that time, the trustee is to distribute all property remaining in the trust to Governor Barnes or to his estate. The Governor is the sole beneficiary of the trust.

During the term of the trust, Governor Barnes has the full and exclusive use of any items of tangible personal property owned by the trust,2 and receives for himself or for his benefit income and/or principal of the trust as necessary or advisable to provide for his “health, maintenance, and support,” and to pay any tax or liability of his. To guide the trustee in making distributions to or for the benefit of the Governor, the trust directs that “it is [Governor Barnes’] intention that [Governor Barnes] be suitably maintained and financially assisted during the term of this trust . . . rather than that the principal of this trust be preserved until the time for the termination of this trust.”

The trust provides that Governor Barnes may direct that any portion or all of the income and/or principal of the trust be distributed in cash or in kind to persons other than himself. The trust also recites that it is governed “in all respects by the laws of the State of Georgia.” Under the trust, Governor Barnes is prohibited from knowing what assets and interests the trust holds, but is to be advised of the total market value of the assets and interests and the trust income and losses.

THE USE OF A
“BLIND TRUST” AND THE GEORGIA ETHICS IN GOVERNMENT ACT

Unlike in Georgia, several states and the federal government specifically provide for the use of a “blind trust” in their financial disclosure or conflicts statutes.3 From these jurisdictions, as well as the above statement regarding Governor Barnes’ intent in creating his “blind trust,” it appears that the purpose of a “blind trust” is to make knowledge of a public officer’s financial interests unavailable to the officer so as to avoid actual and potential conflicts of interest. Such a purpose, in and of itself, certainly has value when trying to avoid the potential for conflict in a complex system of government. The problem, however, in terms of a public officer’s compliance with the disclosure provisions of the Georgia Ethics in Government Act, is that without knowledge of his or her financial interests, an officer cannot disclose those interests to the public. The Georgia Ethics in Government Act contains no provision defining a “blind trust” or otherwise authorizing the use of one as a means to limit the information required to be disclosed.

Pursuant to the Georgia Ethics in Government Act, public officers, including constitutional officers, elected state officials, elected or appointed executive heads of state departments or agencies, members of the General Assembly, executive directors and members of state boards or authorities, elected county officials, elected members of local boards of education, and elected municipal officials are required to file with the Secretary of State a financial disclosure statement. O.C.G.A. §§ 21-5-3 (15) and 21-5-50 (a). The financial disclosure statement must contain, among other things, information regarding any business entity 4 in which the public officer has a direct ownership interest which is “more than 10% of the total interests in such business” or which has “a net fair market value of more than $20,000.00;” information regarding each tract of real property in which the public officer has a direct ownership interest having a “net fair market value in excess of $20,000.00;” and information regarding annual payments “in excess of $20,000.00” received by any business entity in which the public officer has a direct ownership interest which is “more than 10% of the total interests in such business” or which has “a net fair market value of more than $20,000.00” from the state or a state agency, department, commission, or authority and exempted from disclosure under O.C.G.A. § 45-10-25. O.C.G.A. §§ 21-5-50 (b) (3), (4), and (5).5

I am mindful of the argument that the assets and interests contained in a “blind trust” should not be subject to public disclosure because the assets and interests are supposed to be maintained in such a way that a public officer should not have knowledge of them and thus should not be subject to their influence. I am also mindful of the fact that separate disclosure of individual trust assets and interests could force a public officer, who is the beneficiary of a “blind trust,” to violate the terms of the trust by acquiring knowledge of specific trust assets and interests.6 Nevertheless, although a “blind trust” may be a legitimate way for a public officer to manage his or her assets to avoid a conflict of interest in a statutory framework where such a trust is specifically contemplated and regulated, a “blind trust” is not regulated as an exemption to disclosure in this state and without such a statutory exemption cannot be harmonized with the stated purpose of the Georgia Ethics in Government Act:

Further, it is the policy of this state that the state’s public affairs will be best served by disclosures of significant private interests of public officers and officials which may influence the discharge of their public duties and responsibilities. The General Assembly further finds that it is for the public to determine whether significant private interests of public officers have influenced the state’s public officers to the detriment of their public duties and responsibilities and, in order to make that determination and hold the public officers accountable, the public must have access to the disclosure of the significant private interests of the public officers of this state.

O.C.G.A. § 21-5-2.

Therefore, given the lack of a statutory exemption for the disclosure of the individual assets and interests of a “blind trust” and the clear intent of the legislature that “the public must have access to the disclosure of the significant private interests of the public officers of this state,” it is my opinion that the use of a “blind trust” does not necessarily alter the current reporting and disclosure requirements of the Georgia Ethics in Government Act. If a public officer utilizing a “blind trust” holds a direct ownership interest in any business entity or real property contained in the trust or if a business entity contained in the trust in which the public officer holds a direct ownership interest receives certain annual payments from the state or a state agency, department, commission, or authority, and if the direct ownership interest and/or payment received is above the threshold amounts set forth in O.C.G.A. §§ 21-5-50 (b) (3), (4) and (5), then the public officer is required to disclose any such individual business entity, real property, or payment in a financial disclosure statement. Also, since a trust is a “business entity” as that phrase is defined in the Georgia Ethics in Government Act, information regarding the existence of the “blind trust” itself must be disclosed pursuant to O.C.G.A. § 21-5-50 (b) (3) if the public officer has a direct ownership interest in the trust above the statutory threshold amounts.

DIRECT OWNERSHIP INTERESTS AND THE INDIVIDUAL ASSETS AND INTERESTS OF A
“BLIND TRUST”

Whether a public officer who is the beneficiary of a “blind trust” is required to disclose any individual business entity, real property, or payment contained in the trust depends, of course, on whether the public officer holds a direct ownership interest in a business entity or real property contained in the trust. As defined in the Georgia Ethics in Government Act, the term “direct ownership interest” means:

[T]he holding or possession of good legal or rightful title of property or the holding or enjoyment of real or beneficial use of the property by any person and includes any interest owned or held by a spouse of such person if such interest is held jointly or as tenants in common between the person and spouse.

O.C.G.A. § 21-5-3 (7).

The cardinal rule to guide the construction of a statute is “to ascertain the legislative intent and purpose in enacting the law, and then to give it that construction which will effectuate the legislative intent and purpose.” City of Jesup v. Bennett, 226 Ga. 606, 608 (1970) (citation and internal quotation marks omitted). Another settled rule of statutory construction is that effect is to be given to all the words of a statute. Smith, Barry & Co. v. Davis Brothers, 85 Ga. 625, 629 (1890).

In construing the term “direct ownership interest,” it is important to note that there are but two types of property ownership, legal and equitable. See O.C.G.A. § 23-2-90 (a) (“[a]ssets are either legal or equitable”). See also Miller v. Fulton County, 258 Ga. 882, 883 (1989) (appellant had “no recognized interest, legal or equitable, in the property”); Bryan v. Bryan, 170 Ga. 472, 479 (1930) (assets are either legal or equitable). Although not well defined in the Georgia Code, the term “equitable ownership” has long been recognized in this state. See, e.g., Parker v. Boyd, 208 Ga. 829, 831 (1952); Johnson v. Dooly, 80 Ga. 307, 312 (1887); Dugas v. Mathews, 9 Ga. 510, 515 (1851). In In the Matter of Helmwood Apartments, 2 Bankr. Ct. Dec. 115, 1976 U.S. Dist. LEXIS 14899, 9-14 (Bankr. N.D. Ga. 1976), the court, in determining a partnership and property interest under Georgia law, defined the term “equitable owner” as “one who is recognized in equity as the owner of the property because the real and beneficial use and title belong to him, although the bare legal title is vested in another.” Likewise, Black’s Law Dictionary defines “equitable owner” as “[o]ne who is recognized in equity as the owner of property, because the real and beneficial use and title belong to him, although the bare legal title is vested in another, e.g., a trustee for his benefit.” Black’s Law Dictionary 1105 (6th ed. 1990).

These definitions, which are almost identical, focus on the phrase “real and beneficial use” and have been utilized in other jurisdictions. See United States v. New Silver Palace Restaurant, Inc., 810 F.Supp. 440, 443 (E.D. N.Y. 1992) (quoting Black’s Law Dictionary for definition of “equitable owner”); In re Palm Gardens Nursing Home, 46 B.R. 685, 687-88 (Bankr. E.D. N.Y. 1985) (quoting definition of “equitable owner” set forth in Helmwood Apartments); Levin v. Carney, 120 N.E. 2d 92, 96 (Ohio 1954) (defining “equitable owner” as “one who is recognized in equity as the owner of the property, because the real and beneficial use and title belong to him, although the bare legal title is invested in another”). In Tower Development Partners v. Zell, 461 S.E.2d 17, 22 (N.C. Ct. App. 1995), the court noted that “as the equitable owner of the land, [the equitable owner] had the real and beneficial use” of the property.

In 1998 Op. Att’y Gen. 98-7, the question arose as to the meaning of the term “beneficial use” in the Georgia Ethics in Government Act in the context of a shareholder’s interest in a corporation which owns real estate.7 After determining that “beneficial use” is not defined in the Georgia Code, I noted that Black’s Law Dictionary defines it as:

The right to use and enjoy property according to one’s own liking or so as to derive a profit or benefit from it, including all that makes it desirable or habitable, as light, air, and access; as distinguished from a mere right of occupancy or possession. Such right to enjoyment of property where legal title is in one person while right to such use or interest is in another.

Id. (quoting Black’s Law Dictionary 157 (6th ed. 1990)). I also noted that the Supreme Court of the United States had considered this subject and found that:

The expression, beneficial use or beneficial ownership or interest, in property is quite frequent in the law, and means in this connection such a right to its enjoyment as exists where the legal title is in one person and the right to such beneficial use or interest is in another, and where such right is recognized by law, and can be enforced by the courts, at the suit of such owner or of some one in his behalf.

Id. (quoting Montana Catholic Missions v. Missoula County, 200 U.S. 118, 127-28 (1906)). I concluded that a shareholder “has beneficial use of a piece of corporately owned real property if a legally enforceable right to use that property for his own personal enjoyment or profit is vested in the shareholder.” Id.

Thus, giving effect to all of the words of the statutory definition of “direct ownership interest” in light of the fact that there are only two types of property ownership, legal and equitable, and keeping in mind the legislative purpose of providing access to the “disclosure of the significant private interests of the public officers of this state,” the term “direct ownership interest” must encompass more than legal title to property. Indeed, it must also include equitable ownership. From the various definitions of equitable ownership, it is clear that an equitable owner is generally deemed to have the real or beneficial use of the property, which I have previously opined, in terms of the Georgia Ethics in Government Act, as including a legally enforceable right to use the property for personal enjoyment or profit.

Moreover, under widely accepted principles of trust law, the creation of a trust involves the separation of legal and equitable ownership of property, and the beneficiary of the trust is the equitable owner of the trust property. See 76 Am. Jur. 2d, Trusts §§ 1, 266, 281; Georgia Jurisprudence, Decedents’ Estates and Trusts § 17:1. See also Internal Revenue Service v. Orr, 180 F.3d 656, 660 (5th Cir. 1999) (trust involves separation of legal and equitable ownership; beneficiary is the equitable owner); In re Dameron, 155 F.3d 718, 722 (4th Cir. 1998) (beneficiary is equitable owner of trust property); United States v. Coluccio, 51 F.3d 337, 342 (2nd Cir. 1995) (beneficiary of trust is equitable owner of funds of trust).

A trust is defined in Georgia as a “fiduciary relationship with respect to property arising from a settlor’s intention to impose equitable duties on a person to hold, manage, or otherwise administer that property for the benefit of another person.” O.C.G.A. § 53-12-2 (8). A trustee is defined as a “person holding legal title to the property in trust.” O.C.G.A. § 53-12-2 (11). A beneficiary is defined as a “person for whose benefit property is held in trust, regardless of the nature of the interest.” O.C.G.A. § 53-12-2 (1). Georgia courts have noted that the beneficiary of a trust is the equitable owner of the trust property. See Henderson v. Henderson, 219 Ga. 310, 311 (1963) (where land is bought as a partnership asset with partnership money and legal title is placed in only one partner, the law implies a “trust in favor of the other partner who becomes an equitable owner” of the land); Taylor v. James, 109 Ga. 327, 338 (1899) (beneficiaries have an equitable interest in trust property).

In addition, the beneficiary of a trust has a legally enforceable interest in the trust property. See O.C.G.A. § 53-12-192 (beneficiary has a cause of action for breach of trust, and may also resort to “other appropriate remedy provided by statute or common law”); O.C.G.A. § 23-2-70 (equity jurisdiction extends to matters of account where account is of trust fund); O.C.G.A. § 23-2-110 (powers subject to equitable supervision). See also Evans v. Pennington, 50 Ga. App. 146, 146-47 (1934) (beneficiary of trust may bring bill in equity to reach trustee’s interest where trustee has commingled trust funds).

One must therefore conclude that a public officer who is the sole beneficiary of a “blind trust” is the equitable owner of the trust property with a legally enforceable interest in that property. As the equitable owner of the trust property, the public officer would also generally be deemed to have the real or beneficial use of and therefore a direct ownership interest in the trust property. However, given the individualized nature of trusts and the current state of the law, I cannot conclude, in the context of the Georgia Ethics in Government Act, that in every instance such a public officer would have the real or beneficial use of the trust property. Instead, the determination must ultimately be based on the facts of a particular trust. However, if a public officer who is the sole beneficiary of a “blind trust” and is thus the equitable owner of the trust property with a legally enforceable interest in that property has the right to use the trust property for personal enjoyment or profit, the public officer would have the real or beneficial use of and a direct ownership interest in the trust property.

DISCLOSURE OF THE EXISTENCE AND INDIVIDUAL ASSETS AND INTERESTS OF THE “ROY E. BARNES BLIND TRUST”

Governor Barnes is a public officer required to file with the Secretary of State a financial disclosure statement containing the information required by O.C.G.A. § 21-5-50 (b). O.C.G.A. §§ 21-5-3 (15) and 21-5-50 (a). Since the “Roy E. Barnes Blind Trust” is a “business entity” as that term is defined in the Georgia Ethics in Government Act, and since Governor Barnes, the sole beneficiary and equitable owner of the trust, has a direct ownership interest in the trust which is more than 10% of the trust’s total interests, it is my opinion that information regarding the existence of the “blind trust” should be disclosed pursuant to O.C.G.A. § 21-5-50 (b) (3).8

With regard to the individual assets and interests of the “blind trust,” it has already been established that, as the sole beneficiary of the trust, Governor Barnes is the equitable owner of the trust property. Furthermore, a review of the terms of the “Roy E. Barnes Blind Trust” indicates that although the trustee is given discretion with regard to the distribution of trust income and/or principal in that the trust agreement states that “the Trustee shall distribute to the [Governor] or for the [Governor’s] benefit as much of the income and/or principal of this trust as the Trustee deems necessary or advisable to provide for the [Governor’s] health, maintenance, and support, and to pay any tax or other liability of the [Governor],” the discretion is limited by the following statement of Governor Barnes’ intent set forth in the trust agreement:

In creating this trust, it is the [Governor’s] intention that the [Governor] be suitably maintained and financially assisted during the term of this trust in accordance with the standards set out in this paragraph rather than that the principal of this trust be preserved until the time for the termination of this trust, and the Trustee shall be guided by this intention in making distributions of income and/or principal to the [Governor] or for the [Governor’s] benefit.

Thus, the trust contemplates the expenditure of at least a portion of the trust income and/or principal to maintain and assist Governor Barnes and to be paid directly to the Governor or for his benefit, and the Governor has a legally enforceable interest in receiving distributions as necessary or advisable to provide for his health, maintenance, and support so that he is suitably maintained and financially assisted during the term of the trust. See Powell v. Thorsen, 253 Ga. 572, 573-74 (1984) (citations omitted) (“[d]iscretionary powers of executors and trustees are not beyond the reach of judicial inquiry. The discretion of an executor or trustee may be controlled by a court of equity when the executor or trustee has abused his authority or his trust”); McElrath v. Citizens & Southern National Bank, 229 Ga. 20, 23 (1972) (will established trusts and provided that trustee “shall use a sufficient amount of the income to provide for the grandchild’s support, maintenance and education;” court found that “the trustee shall use a sufficient amount of the income of the trusts to provide for the support, maintenance, and education of the minor children. Thus it is mandatory for the trustee to do so; it is not a matter left to the trustee’s discretion”); Citizens & Southern National Bank v. Orkin, 223 Ga. 385, 389-91 (1967) (trustees authorized under terms of trust to pay income and principal as they deemed necessary for donor’s “care, support, comfort and welfare;” court stated that “it appears clear that [donor] is entitled to financial provision for his care, support, comfort and welfare;” court also stated that donor “deserves that support which would enable him to live comfortably in accordance with his standard of living and his station in life;” court found that the “contention that the trial court was without jurisdiction to interfere with the administration of the trust is without merit”); Love v. Fulton National Bank of Atlanta, 213 Ga. 887, 891 (1958) (“[i]n construing a trust instrument, it is the duty of a court to find the intention of the settlor and to effectuate that intention in so far as the language used and the rules of law will permit”). See also In re Swinsons Estate, 74 A.2d 485, 487 (Pa. Super. Ct. 1950) (citations omitted) (“[i]t is true the trust was discretionary in that the trustee had discretion in determining the amount necessary for the support of the beneficiary. But we think the trustee failed to exercise its discretion, or exercised it improperly in that it was based on an error of law. The discretion lodged in the trustee was a legal one and subject to the supervisory power of the courts. It was therefore competent for a court of equity to compel a proper exercise of that discretion and decree a reasonable amount as necessary for the support of the beneficiary”).

As such, Governor Barnes has a legally enforceable right to the benefit and personal enjoyment of income and/or principal of the individual trust assets and interests, and a legally enforceable right to profit from the income of those individual assets and interests. Indeed, other jurisdictions have noted that the receipt of income by a beneficiary is a beneficial use. See Frye v. Community Chest of Birmingham and Jefferson County, 241 Ala. 591, 600 (1941) (beneficial use of life estate in money is represented by the income derived from lawful loans or investment); Jarboe v. Hey, 26 S.W. 968, 969-70 (Mo. 1894) (beneficiaries of trust had “beneficial use and enjoyment of the income” of the trust). The Governor also has the power under the trust to direct that any or all of the income and/or principal be distributed in cash or in kind to persons other than himself. This, too, constitutes personal enjoyment of the income and/or principal of the trust assets and interests, and the Governor plainly has a legally enforceable right to enjoy this particular use of the income and/or principal of the trust.

Because Governor Barnes has a legally enforceable interest in the trust property and has the right to use income and/or principal of the individual assets and interests of the trust for personal enjoyment or profit, it must be concluded that the Governor has the real or beneficial use of the property of the trust. Therefore, it is my opinion that Governor Barnes holds a direct ownership interest in the individual assets and interests of his “blind trust.” Consequently, the Governor should disclose in a financial disclosure statement the required information regarding any business entity contained in the trust in which his direct ownership interest is more than 10% of the total interests in the business or has a net fair market value of more than $20,000.00, as set forth in O.C.G.A. § 21-5-50 (b) (3). Governor Barnes should also disclose the required information regarding any real property contained in the trust in which his direct ownership interest has a net fair market value in excess of $20,000.00, as set forth in O.C.G.A. § 21-5-50 (b) (4). Finally, and as he has apparently already agreed to do, Governor Barnes should disclose the required information regarding annual payments in excess of $20,000.00 received by any business entity contained in the trust in which the Governor’s direct ownership interest is more than 10% of the total interests in such business or has a net fair market value of more than $20,000.00 from the state or a state agency, department, commission, or authority and exempted from disclosure under O.C.G.A. § 45-10-25. O.C.G.A. § 21-5-50 (b) (5).

CONCLUSION

Based on the above, it is my official opinion that the use of a “blind trust” does not limit the information required to be disclosed in a public officer’s financial disclosure statement, and a public officer must disclose the individual assets and interests held in a “blind trust” to the extent they are otherwise subject to the provisions of the Georgia Ethics in Government Act. Notwithstanding the laudable intentions of Governor Barnes and the fact that credible arguments have been advanced on his behalf as to why “blind trusts” might in fact serve the very ends sought to be achieved by Georgia’s ethics laws, it is nevertheless clear that current Georgia law does not specifically exempt “blind trusts” from the statutory disclosure requirements of the Ethics in Government Act. Such a policy determination must ultimately be left to the legislature to decide. If the General Assembly determines that “blind trusts” serve the public interest better than full disclosure, it may amend the law to so provide. Until that occurs, however, Georgia’s ethics laws require disclosure.

Prepared by:

KYLE A. PEARSON
Assistant Attorney General


1 The information on the trust and the purpose of the trust as set forth herein are based on documents, including a copy of the “Roy E. Barnes Blind Trust,” submitted by counsel for Governor Barnes and attached to the Request for Opinion.

2 Items of tangible personal property are not included in the categories of property required to be reported in the Georgia Ethics in Government Act. O.C.G.A. § 21-5-50 (b).

3 The Federal Ethics in Government Act defines the use of a “blind trust” and imposes significant regulatory and approval requirements on both the trust instrument and the trustee. 5 U.S.C. Appx. § 102. Several states, including Alaska, Connecticut, Hawaii, Maryland, Oregon, South Carolina, and West Virginia, address the use of a “blind trust” in their financial disclosure or conflicts statutes. See Alaska Stat. § 39.50.040; Conn. Gen. Stat. § 1-83; Haw. Rev. Stat. § 84-17; Md. State Gov’t Code Ann. § 15-608; Or. Rev. Stat. § 244.070; S.C. Code Ann. § 8-13-700; W. Va. Code § 6B-2-8.

4 The term “business entity” is broadly defined in the Georgia Ethics in Government Act to mean “any corporation, sole proprietorship, partnership, limited partnership, enterprise, franchise, association, trust, joint venture, or other entity, whether profit or nonprofit.” O.C.G.A. § 21-5-3 (1).

5 As the other disclosure requirements of O.C.G.A. § 21-5-50 (b) do not pertain to assets or interests which would be held in a “blind trust,” those requirements are not discussed herein.

6 To the extent that the terms of a private trust agreement would operate so as to prohibit compliance by a public officer with the statutory disclosure provisions of the Georgia Ethics in Government Act, the portion of any such trust agreement operating to prohibit compliance would appear to be void as against public policy. See O.C.G.A. § 13-8-1 (contract to do illegal thing void). See also Jackson v. Jackson, 215 Ga. 849, 851 (1960) (attempt to impress a trust was found to be “contrary to law, . . . violative of public policy, and . . . utterly void”).

7 A corporation’s property is vested in the corporation itself and not in the shareholders. Id. (citation omitted).

8 In a memorandum attached to the Request for Opinion, counsel for Governor Barnes acknowledge that the Governor holds a direct ownership interest in the trust as an entity which is more than 10% of the trust’s total interests and that the Governor is required to disclose information regarding the existence of the trust. Counsel suggest that the Governor disclose not only the existence of the trust but also a list of all assets originally transferred to the trust. Since a direct ownership interest in the trust itself is acknowledged, a more thorough analysis of this issue is unnecessary.