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We find that a minority interest in Eighty-Eight Oil was not
fully marketable at the valuation dates because: (1) The True
family was committed to keeping Eighty-Eight Oil privately owned;
(2) there were risks that a purchaser would not obtain unanimous
consent to be admitted as a partner; and (3) a purchasing partner
would be exposed to joint and several liability.
However, a minority interest in Eighty-Eight Oil would be
more marketable than an equivalent interest in True Oil or in
comparable public companies. Unlike True Oil, Eighty-Eight Oil
was profitable and consistently made guaranteed payments to its
partners, who considered the company to be a “cash cow”.
Furthermore, during the period being examined, Eighty-Eight Oil
was more liquid than the industry, and the concepts of liquidity
and marketability are closely related. Finally, a general
partner in Eighty-Eight Oil would exert more control over the
business than a shareholder would in a comparable public company.
Under the WUPA, partnership agreements generally govern relations
among the partners and between the partners and the partnership.
See Wyo. Stat. Ann. sec. 17-21-103(a) (Michie 1999). Eighty-
Eight Oil’s partnership agreement required the partners to manage
jointly the partnership’s affairs. Thus under Wyoming law, each
partner had an equal vote in (among other things) appointing
management, setting business policies, making distributions,
buying and selling assets, and amending the partnership
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