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Holdings membership units, which he then contributed to BFLP in
exchange for his limited partnership interest. Decedent’s
initial transfer of his Empak shares to WCB Holdings accorded him
the credit protection he sought. Any additional benefit provided
by BFLP was not significant to the transfer to BFLP because
decedent’s class A membership units, with their voting power,
remained in WCB Holdings with only the protection provided by
that entity.
Moreover, we find unpersuasive the estate’s argument that
decedent wanted to create BFLP because of the greater flexibility
it would provide him as compared to the trusts he had previously
created. Decedent in fact established three trusts within days
of BFLP’s creation. These trusts were funded months after BFLP
was created with very large gifts. Clearly, decedent was not
adverse to establishing trusts, nor is there evidence that would
establish how a limited partnership interest in BFLP provided
decedent with greater flexibility than he already possessed by
holding WCB Holdings membership units outright.
Additionally, BFLP did not perform a management function for
the assets it received. BFLP never engaged in any businesslike
transactions, either before or after decedent contributed his WCB
Holdings class B membership units to BFLP. Until decedent’s
death, BFLP’s only ownership interest was in WCB Holdings, and 99
percent of that interest was contributed by decedent. Similarly,
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