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C. Objective Economic Analysis
The objective economic realities underlying the transfers to
the GRAT’s trustees do not support petitioners' position that the
transferred interests should be considered assignee interests.
First, and perhaps most importantly, there were no significant
differences under the KFLP partnership agreement between the rights
of limited partners and assignees. Petitioners were vested with
managerial responsibilities for KFLP; neither limited partners nor
assignees had any managerial rights. In addition, limited partners
and assignees enjoyed equivalent rights to information concerning
the partnership's business affairs, and they shared the same
interests in the partnership's distributable cash. Finally, while
limited partners were permitted to put or sell their interests to
the partnership under section 9.02 of the partnership agreement,
assignees were given a substantially equivalent right to offer
their interests to the partnership under sections 8.04 and 8.21 of
the partnership agreement.
The only relevant difference between the rights of limited
partners and assignees relates to a limited partner's right to vote
on major decisions--a right not extended to assignees. However,
given the rare and extraordinary nature of the matters qualifying
as a major decision, such as the filing of a bankruptcy petition or
approving an act in contravention of the partnership agreement, we
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