-33-
decrease in partnership minimum gain--and resulting chargebacks to
IHCL.
Sections 11 and 15 of the IHCL Restated Agreement provide that
no partner has the right to sell substantially all the assets or
cause a dissolution of PLH. Rather, under those provisions of the
IHCL Restated Agreement, an effective election to sell the assets
of the partnership, or to dissolve it, could come about only with
the concurrence of the majority of the limited partners, the
permission of the general partner, the permission of the San Diego
public authorities, and the permission of any lender who had the
right to approve such a dissolution.
The statutory framework of the California Corporations Code
permits a partner to dissolve its partnership only in similarly
limited circumstances. Section 15681 of the California
Corporations Code (West 1991) provides in pertinent part:
Section 15681. Nonjudicial dissolution.
A limited partnership is dissolved and its affairs
shall be wound up upon the happening of the first to
occur of the following:
(a) At the time or upon the happening of
events specified in the partnership agreement.
(b) Except as otherwise provided in the
partnership agreement, written consent of all
general partners and a majority in interest of
the limited partners.
Likewise, section 708(b) of the Internal Revenue Code
provides for a termination of a partnership if within a 12-month
period there is a sale or exchange of 50 percent or more of the
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