Edward P. Knoll and Mary K. King-Knoll - Page 3

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          University School of Law, Edward P. Knoll4 (petitioner) was                 
          employed by the law firm of Smith, Clinch, and Powers.                      
          Approximately 2 years later, that firm was merged into the law              
          firm of Winston and Strawn (Winston).  Following the                        
          consolidation, petitioner became an associate of Winston.                   
               Petitioner became an income (nonequity) partner and                    
          continued in that status into Winston’s taxable year ending                 
          January 31, 1993.  During his 26 years with Winston, petitioner             
          was primarily involved in the area of general corporate work.               
          His clients included a State agency that issued tax-exempt bonds            
          and a leveraged lease broker.  Petitioner also prepared tax                 
          returns and acted as a trustee for a client’s estate planning               
          trust.                                                                      
               In response to a reduced market and the need to improve                
          profitability, Winston initiated a reduction in force.  On March            
          23, 1992, petitioner along with several other partners, received            
          letters from Gary L. Fairchild, Winston’s then managing partner,            
          requesting that they resign from the firm.  The weak legal market           
          and the firm’s profitability concerns were the only reasons                 
          stated in the letter as the basis for asking petitioner to                  
          resign.                                                                     



               4 Petitioner, Mary King-Knoll is a party to this case by               
          reason of the fact that she filed joint Federal income tax                  
          returns with Edward P. Knoll for the years under consideration.             





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