Estate of W.W. Jones II, Deceased, A.C. Jones IV, Independent Executor - Page 18




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          be deduced from the evidence.  See Silverman v. Commissioner,               
          538 F.2d 927, 933 (2d Cir. 1976), affg. T.C. Memo. 1974-285.  The           
          experts in this case agree that, in ascertaining the fair market            
          value of each gift of interest in the partnerships, one starts              
          with the fair market value of the underlying assets of each                 
          partnership and then applies discounts for factors that limit the           
          value of the partnership interests.                                         
               A.  Nature of Interests Transferred                                    
               The first argument of the estate is that the partnership               
          interests that were transferred by decedent were assignee                   
          interests rather than limited partnership interests.  The estate            
          claims that decedent and the recipients of the gifts did not                
          fulfill the necessary requirements set forth in the partnership             
          agreements for transferring limited partnership interests.  The             
          JBLP agreement provides that, upon an exchange of an interest in            
          the partnership, the general partner and 100 percent of the                 
          remaining limited partners must approve, in writing, of a                   
          transferred interest becoming a limited partnership interest.               
          The AVLP agreement provides that the general partners and                   
          75 percent of the limited partners must approve, in writing, of a           
          transferred interest’s becoming a limited partnership interest.             
          Because these written approvals were not carried out, the estate            
          contends that the recipients of the gifts are entitled only to              
          the rights of assignees.                                                    





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