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“economic rights” with regard to the gifted interest and did not
consist of all of the donors’ rights as limited partners in that
particular limited partnership interest. Upon petitioners’
transfer and upon CFT’s receipt of the gifted interest in the MIL
partnership, petitioners retained, and CFT never received, the
following rights associated with petitioners’ interest in MIL
(references are to the MIL amended partnership agreement):
(1) The right to vote on MIL partnership matters (section
3.10);
(2) The right to redeem the MIL partnership interest
(section 9.02(b));
(3) The right to inspect financial and other pertinent
information relating to MIL (section 3.09(d)(i)-(v));
(4) The right to access any properties or assets owned by
MIL (section 3.09(d)(vi)); and
(5) The right to veto early liquidation of MIL, unless such
liquidation is required by State law (section 10.01).
Under section 7.02 of the Texas Revised Limited Partnership
Act, a partnership agreement may, but is not required to, limit
the partnership rights that may be transferred when a partner
transfers or assigns an interest in a partnership. In this case,
petitioners made their retention of the above rights (and the
nonreceipt thereof by CFT) explicit by the terms of the MIL
partnership agreement that they adopted. Section 8.03 of the MIL
partnership agreement, discussing the transfer of a limited
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