Estate of James Barudin, Deceased, Muriel B. Clarke, Executrix - Page 20

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          partnership matters for which a two-thirds vote was required and            
          then only if the minority partners voted as a block against                 
          Mr. Silver.                                                                 
               Although, under New York State law, any general partner of             
          the FC Partnership arguably had the legal authority to dissolve             
          the partnership, see N.Y. Partnership Law sec. 62(1)(b) (McKinney           
          1988); see also Estate of Bischoff v. Commissioner, 69 T.C. 32,             
          49 (1977), we believe that such authority would have little                 
          impact on Mr. Silver's effective control of the FC Partnership.             
          We note that neither expert considered this arguable authority in           
          determining a minority interest discount.                                   
               The various market studies presented in the experts' reports           
          indicate that purchasers of business interests whose principal              
          assets consist of real property typically apply a discount of               
          approximately 19 percent where they are purchasing minority                 
          interests in the businesses and would have little voice in                  
          management of the businesses.  As indicated above, an owner of a            
          single unit in the FC Partnership effectively would have no voice           
          in management of the FC Partnership.                                        
               We conclude that in this case it is appropriate to apply a             
          minority interest discount of 19 percent to decedent's ownership            
          unit in the FC Partnership.                                                 
               With regard to the discount for lack of marketability, it is           
          clear that a single ownership unit in the FC Partnership was not            
          readily marketable and that any hypothetical purchaser would                




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