- 19 -
Partnership as he deemed necessary; (3) the limited partners had
no right to take part in, or interfere in any manner with, the
management or conduct of the business of the Partnership; (4)
there was no established market for the Sentinel recyclers; (5)
although competitors were purportedly not marketing comparable
equipment, and the Sentinel recyclers purportedly involved
"carefully guarded trade secrets", PI did "not intend to apply
for a patent for protection against appropriation and use by
others."
Petitioner testified that he did not understand portions of
the offering memorandum and that he "didn't really understand
what * * * [Burstein] was talking about most of the time" in his
report appended thereto. He also testified that he could not
recall reading that Burstein was a business associate and client
of Miller, the corporate counsel to PI. Petitioner denied
focusing on the section of the offering memorandum detailing the
various conflicts of interest. Petitioner did not discuss the
offering memorandum with Marcus. Instead, petitioner asked his
accountant to review the offering memorandum. However, the
record does not disclose how thoroughly the accountant reviewed
the offering memorandum or whether he did anything beyond reading
it. The record includes no information concerning the extent and
nature of the accountant's tax background or whether he had any
experience with tax-advantaged investments, tax shelters,
partnerships, or the plastics industry. Petitioner failed to
Page: Previous 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 NextLast modified: May 25, 2011