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the book value of that interest as of the close of business on
June 30, 1994. This price was not adjusted for any income or
loss, distributions made by, or change in the value of the
partnership, for any period after June 30, 1994. As a result,
once Jean True gave notice, all she could receive in exchange for
a partnership interest was its book value as of June 30, 1994.
Jean True’s sons became entitled to the economic benefits, and
would suffer the economic burdens, flowing from the partnerships
after June 30, 1994.
5. Similarly, the corporate buy-sell agreements provided
that the price for stock owned by Jean True was based on the book
value of the stock as of the last day of the fiscal year ending
before June 30, 1994. This price was not adjusted for any income
or loss, distributions made by, or change in the value of the
related corporation, after June 30, 1994.88 As a result, once
Jean True gave notice, all she could receive for her stock was
its book value as of June 30, 1994. Jean True’s sons became
entitled to all the economic benefits, and would suffer all the
economic burdens, flowing from the stock after June 30, 1994.
88The purchase price of stock did include a pro rata share
of the corporation’s income for the year including June 30, 1994.
With respect to some of the corporations, this pro rata share may
have reflected income realized after June 30, 1994. See supra
pp. 292-293 note 83.
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