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Restrictions on transfers of corporate stock are valid and
enforceable if authorized by statute. See Wyo. Stat. Ann. sec.
17-16-627(b) (Michie 1999). Authorized restrictions include
those that (1) serve a reasonable purpose and (2) are not against
public policy. See Wyo. Stat. Ann. sec. 17-16-627(c)(iii)
(Michie 1999); Hunter Ranch Inc. v. Hunter, 153 F.3d 727 (10th
Cir. 1998), 1998 W.L. 380556 (unpublished opinion). Respondent
equates this requirement with the business purpose and
nontestamentary disposition prongs of the Lauder II test (i.e.,
transfer restrictions must fulfill a business purpose and must
not contravene public policy by serving as substitutes for
testamentary dispositions). However, respondent provides no
authority for his interpretation of the Wyoming statute, and it
is not self-evident that a Wyoming court would consider transfer
restrictions that served both business and testamentary purposes
to violate public policy. In fact, the District Court in the
1971 and 1973 gift tax cases treated the Belle Fourche and True
Oil buy-sell agreements as enforceable by factoring the transfer
restrictions into the computation of fair market value.
Under the Wyoming Uniform Partnership Act (WUPA),
partnership agreements govern relations among partners and
between partners and the partnership. As such, the WUPA provides
only default rules if the partnership agreement is silent. See
Wyo. Stat. Ann. sec. 17-21-103(a) (Michie 1999). However,
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