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We do not believe that a seller of the 83.08-percent limited
partnership interest would part with that interest for
substantially less than the proportionate share of the NAV.
Burns opined that no discount for lack of control should
apply for the reasons stated above. We agree. He also concluded
that “the size and the associated rights of the interest would
preclude the need for a marketability discount.” He recognized
that section 8.4 of the partnership agreement purported to give
family members the power to prevent a third-party buyer from
obtaining an interest in the JBLP, but he maintained that “to
adhere to the fair market value standard, an appraiser must
assume that a market exists and that a willing buyer would be
admitted into the partnership.” We believe that there is merit
to this position. Self-imposed limitations on the interest,
created with the purpose of minimizing value for transfer tax
purposes, are likely to be waived or disregarded when the owner
of the interest becomes a hypothetical willing seller, seeking
the highest price that the interest will bring from a willing
buyer. The owner of the 83.08-percent interest has the ability
to persuade or coerce other partners into cooperating with the
proposed sale. Nonetheless, liquidation of a partnership and
sale of its assets, the most likely threat by which the owner of
such a controlling interest would persuade or coerce, would
involve costs and delays. The possibility of litigation over a
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