Estate of W.W. Jones II, Deceased, A.C. Jones IV, Independent Executor - Page 26




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          agreement does not give the limited partners the ability to                 
          effect a section 754 election, in this case the election would              
          have to be made by the general partner.                                     
               Elliott opined that a hypothetical buyer would demand a                
          discount for built-in gains.  He acknowledged in his report a 75-           
          to 80-percent chance that an election would be made and that the            
          election would not create any adverse consequences or burdens on            
          the partnership.  His opinion that the election was not certain             
          to be made was based solely on the position of A.C. Jones,                  
          asserted in his trial testimony, that, as general partner, he               
          might refuse to cooperate with an unrelated buyer of the                    
          83.08-percent limited partnership interest (i.e., the interest he           
          received as a gift from his father).  We view A.C. Jones’                   
          testimony as an attempt to bootstrap the facts to justify a                 
          discount that is not reasonable under the circumstances.                    
               Burns, on the other hand, opined, and respondent contends,             
          that a hypothetical willing seller of the 83.08-percent interest            
          would not accept a price based on a reduction for built-in                  
          capital gains.  The owner of that interest has effective control,           
          as discussed above, and would influence the general partner to              
          make a section 754 election, eliminating any gains for the                  
          purchaser and getting the highest price for the seller.  Such an            
          election would have no material or adverse impact on the                    
          preexisting partners.  We agree with Burns.                                 





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