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upward adjustment, he considered a number of factors. He
acknowledged that because the partnership is not scheduled for
dissolution until 2045, the partnership interests are less
marketable than restricted securities, thereby justifying some
additional amount of discount. As a countervailing
consideration, however, he opined that the appraised value of the
partnership’s real estate already incorporates a lack-of-
marketability discount. He also acknowledged provisions of the
partnership agreement that generally prevent the assignee of a
limited partner’s interest from becoming a partner and that
require a limited partner who wished to sell his or her entire
interest to offer the partnership a right of first refusal at a
15-percent discount. He concluded, however, that these
restrictions had little effect on marketability. He observed,
for instance, that a limited partner could easily circumvent the
15-percent discount associated with the right of first refusal by
selling less than her entire interest.
c. Conclusion
On the basis of all the evidence and using our best
judgment, we conclude that a 3-percent upward adjustment in the
marketability discount rate (as determined by reference to the
previously described empirical studies) is appropriate to
incorporate characteristics specific to the partnership.
Consequently, we find that a discount for lack of marketability
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