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the extent that Stranco or SFLP’s interests might diverge from
those of decedent, we do not believe that Mr. Gulig would
disregard his preexisting obligation to decedent.
As regards fiduciary obligations of Stranco and its
directors, these duties, too, have little significance in the
present context. Although Stranco would owe a fiduciary duty to
SFLP and to the limited partners, decedent owned the sole,
99-percent limited partnership interest. The rights to designate
traceable to decedent through Stranco cannot be characterized as
limited in any meaningful way by duties owed essentially to
himself. Nor do the obligations of Stranco directors to the
corporation itself warrant any different conclusion. Decedent
held 47 percent of Stranco, and his own children held 52 of the
remaining 53 percent. Intrafamily fiduciary duties within an
investment vehicle simply are not equivalent in nature to the
obligations created by the United States v. Byrum, supra,
scenario.
With respect to the role of MCC Foundation, United States v.
Byrum, supra, affords no basis for permitting outcomes under
section 2036(a)(2) to turn on factors amounting to no more than
window dressing. A charity given a gratuitous 1-percent interest
would not realistically exercise any meaningful oversight.
Lastly, we are unpersuaded that any different result should
obtain on account of the Commissioner’s having taken a contrary
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