Estate of Webster E. Kelley, Deceased, John R. Louden and Patricia L. Louden, Personal Representatives - Page 15

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          investment company as the assessment and monitoring costs would             
          be relatively low in the case of a sale of an interest in that              
          company.  Id. at 394; Lappo v. Commissioner, supra.  KLLP is an             
          investment company as 100 percent of its assets consist of cash             
          and certificates of deposit.  See McCord v. Commissioner, supra.            
                         a.  The Estate’s Expert                                      
               In determining the marketability discount, ATI used the                
          restricted stock approach by drawing an analogy between                     
          partnership interests in KLLP and the common stock of a private,            
          closely held corporation.  In doing so, ATI considered several              
          restricted stock studies and their findings.                                
               ATI also listed as barriers to marketability of a limited              
          partnership interest in KLLP the following:  (1) Once admitted as           
          a limited partner, one must continue as a limited partner until             
          all partners unanimously consent to the admission of a substitute           
          limited partner and to the withdrawal of the transferring                   
          partner, and the limited partner must execute legal documents as            
          required by the general partner, who must receive and approve the           
          documents in writing; (2) a limited partner can assign, transfer,           
          encumber, or pledge all or part of his partnership interest only            
          if such assignment is fully executed by assignor and assignee,              
          such assignment is received by the partnership and recorded on              
          the books, and the transfer is approved by unanimous vote of all            
          the partners; (3) no partner has a property right in any of the             






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