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determining the fair market value of such partner’s class B
limited partnership interest, and (2) any dispute with respect to
the fair market value of any interest in MIL is to be resolved by
arbitration as provided in Exhibit G attached to the partnership
agreement.
Limited partners generally do not participate in the
management of the partnership’s affairs. However, limited
partners do have veto power with respect to certain “major
decisions”, most notably relating to voluntary bankruptcy
filings. In addition, if any two of the children are not serving
as managing partners, class B limited partners have voting rights
with respect to certain “large dollar” managerial decisions.
Limited partners also have access to certain partnership
financial information.
Southfield School Foundation
On November 20, 1995, petitioners assigned their respective
class A limited partnership interests in MIL to the Hazel Kytle
Endowment Fund of The Southfield School Foundation (the
foundation) pursuant to an Assignment of Partnership Interest and
Addendum Agreement (the Southfield agreement). The recitals to
the Southfield agreement provide that “all of the partners of the
Partnership desire that Assignee become a Class A Limited Partner
of the Partnership upon execution of this Assignment of
Partnership Interest” and “all consents required to effect the
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Last modified: May 25, 2011