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the majority opinion loses sight of, or chooses to disregard, the
fact that any such ability is qualitatively different from the
retention of the enjoyment (i.e., substantial present economic
benefit, id. at 145) of the WCB Holdings class B units that he
transferred to BFLP. See id. at 143, 145. In this connection,
assuming arguendo the propriety of the majority opinion’s
conclusions that decedent had the ability to cause Empak to
redeem the Empak stock owned by WCB Holdings and to cause WCB
Holdings to redeem the WCB Holdings class B membership units
owned by BFLP, any such ability does not demonstrate, and did not
result in, the retention by decedent of the right to compel BFLP
or ISA Trust, the general partner of BFLP, to distribute such
units to or on behalf of decedent or otherwise to permit decedent
to have substantial present economic benefit of such units.
The majority opinion not only fails to apply section
18(...continued)
respective fiduciary duties of the partners of a partnership to
each other and to the partnership (discussed below). In fact,
respondent has acknowledged in, inter alia, certain private
letter rulings that those principles apply to limited
partnerships. See, e.g., Priv. Ltr. Rul. 95-46-006 (Aug. 14,
1995); Priv. Ltr. Rul. 94-15-007 (Jan. 12, 1994); Priv. Ltr. Rul.
93-10-039 (Dec. 16, 1992). Although private letter rulings have
no precedential effect, see sec. 6110(k)(3), they “are an
instructive tool”, Thom v. United States, 283 F.3d 939, 943 n.6
(8th Cir. 2002), and “do reveal the interpretation put upon the
statute by the agency charged with the responsibility of
administering the revenue laws”, Hanover Bank v. Commissioner,
369 U.S. 672, 686 (1962); see also Wells Fargo & Co. & Subs. v.
Commissioner, 224 F.3d 874, 886 (8th Cir. 2000), affg. in part
and revg. in part Norwest Corp. v. Commissioner, 112 T.C. 89
(1999).
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