Estate of H.A. True, Jr. - Page 134




                                       - 212 -                                        
          to participate in the management or conduct of partnership                  
          business, to require access to information about partnership                
          transactions, or to inspect or copy the partnership books and               
          records.  See Wyo. Stat. Ann. sec. 17-21-503(a) (Michie 1999).  A           
          transferee of a partner’s transferable interest is entitled to              
          receive current or liquidating distributions to which the                   
          transferor would otherwise be entitled.  The transferor retains             
          the rights and duties of a partner other than an interest in the            
          distributions transferred.  See Wyo. Stat. Ann. sec. 17-21-503(b)           
          and (c) (Michie 1999).                                                      
              The denial of management rights to a transferee interest                
          would make it less marketable than a partnership interest.  See             
          Adams v. United States, 218 F.3d 383 (5th Cir. 2000).  A                    
          hypothetical purchaser could not count on being admitted into               
          partnership with the close-knit True family and would factor any            
          uncertainty regarding his ownership rights and privileges into              
          his offering price.  See Estate of Newhouse v. Commissioner,                
          supra at 230-233.  Thus, we agree with the conclusion of the                
          Kimball reports that this is a value-depressing factor.                     
              On the other hand, we are troubled by the lack of any clear             
          connection between the Kimball reports’ general discussion of               
          restricted stock and pre-IPO studies and the marketability                  
          discounts applied to the True Oil subject interests.  For                   
          instance, there was no showing that the industries represented in           







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