Estate of H.A. True, Jr. - Page 288




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          III.  Transfers in Issue                                                    
              A.  1993 Transfers of Partnership Interests by Dave True                
              Effective January 1, 1993, Dave True sold part of his                   
          ownership interest in all True companies that were partnerships             
          to his wife and sons, pursuant to the buy-sell agreements.                  
          Before the transfers, Dave True held a greater than 50-percent              
          general partnership interest in each company.  Mr. Harris                   
          recommended that Dave True reduce his ownership interest to less            
          than 50 percent, in order to avoid termination of the                       
          partnerships (for income tax purposes) at his death.  Mr. Harris            
          was concerned that as a result of such termination, the                     
          partnership agreements, which embodied the buy-sell provisions,             
          would become subject to new valuation rules under Chapter 14 of             
          the Internal Revenue Code (Chapter 14).23  To prevent this from             
          happening, Dave True sold enough of his interests to reduce his             
          and Jean True’s combined ownership to below 50 percent.  Although           
          Dave True had health issues before the 1993 transfers, including            
          back problems and a chronic pulmonary insufficiency that required           
          him to be on oxygen full time, the True family and Mr. Harris did           





               23The parties stipulated that the True companies’ existing             
          partnership agreements and shareholders’ restrictive agreements             
          were entered into before Oct. 9, 1990 (effective date for Chapter           
          14 rules), and were not substantially modified after Oct. 8,                
          1990.                                                                       





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