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The estate likewise reiterates that “right” as used in section
2036(a)(2) is not to be construed as control and notes that,
under the TRLPA, Tex. Rev. Civ. Stat. Ann. art. 6132a-1, sec.
3.03 (Vernon Supp. 2003), a limited partner expressly does not
participate in control of the business of a partnership by virtue
of acting as an officer, director, or stockholder of a corporate
general partner. In this connection, the estate also remarks
that, as a minority shareholder of Stranco, decedent was without
the ability to elect a majority of directors, thus retaining even
less control than was present in United States v. Byrum, supra.
Moreover, the estate repeatedly invokes the concept that
“any power which Mr. Strangi or Stranco might have would be
subject to state law fiduciary duties. Such fiduciary duties
effectively render Section 2036(a)(2) inapplicable under the
teaching of Byrum.”
Conversely, it is respondent’s position that United States
v. Byrum, supra, fails to shield the assets placed in SFLP and
Stranco from the reach of section 2036. Respondent avers that
decedent had legally enforceable rights based on the relevant
written agreements, not mere de facto control or influence.
Respondent argues that decedent’s rights go beyond the management
powers and influence at issue in United States v. Byrum, supra,
and extend to designation of persons who shall enjoy entity
property and income. Respondent sets forth several ways in which
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