- 8 - partnership had no prior operating history; (4) the limited partners would have no control over the conduct of the partnership’s business; (5) there was no established market for the Sentinel EPS recyclers; (6) there are no assurances that market prices for virgin resin will remain at their current costs per pound or that the recycled pellets will be as marketable as virgin pellets; and (7) certain potential conflicts of interest exist. The offering memorandum contained a marketing opinion by Stanley Ulanoff (Ulanoff) and a technical opinion by Samuel Burstein (Burstein). Ulanoff owned a 4.37-percent interest in Taylor Recycling Associates, which purported to lease four plastic recyclers, and Burstein owned a 5.8-percent interest in Jefferson Recycling Associates, which also purported to lease four plastic recyclers. The offering memorandum disclosed that Burstein was a client of PI’s corporate counsel. The offering memorandum also warned potential investors not to rely on the statements and opinions contained in the memorandum, but to conduct an independent investigation. C. Partnership-Level Litigation On March 3, 1989, respondent issued Notices of Final Partnership Administrative Adjustment (FPAA) to Hamilton’s tax matters partner (TMP) for 1982, 1983, and 1984. Subsequently, on March 13, 1989, copies of these FPAA’s were issued to Thornsjo, Woolf, and Furlong. In the FPAA’s, respondent disallowed thePage: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
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