-22-
criminal investigation by the IRS automatically disqualifies a
TMP or his representative from negotiating or entering into
agreements with the IRS”). In addition, as this Court has noted:
“‘the mere existence of an investigation * * * [targeting the tax
matters partner does not, in and of itself,] subvert a tax
matters partner’s judgment and bend him to the government’s will
in dereliction of his fiduciary duties to his partners.’”
Phillips v. Commissioner, 114 T.C. 115, 132 (2000) (quoting
Olcsvary v. U.S., 240 Bankr. 264, 266-267 (E.D. Tenn. 1999")),
affd. 272 F.3d 1172 (9th Cir. 2001).
We find that Transpac Drilling Venture 1982-12 v.
Commissioner, supra, is factually distinguishable from the
setting at hand. There, the Commissioner asked the TMPs to
extend the periods of limitation after the limited partners had
refused to do so; the Commissioner promised the TMPs leniency in
their own criminal exposure if they cooperated in the criminal
investigation of the partnerships’ promoter; and the Commissioner
told the limited partners to contact the TMPs regarding the
examination of the partnerships but instructed the TMPs to
conceal from them the criminal investigation. See id. at
223-227. In sum, the TMPs in Transpac Drilling Venture 1982-12
v. Commissioner, supra at 227, were under “overwhelming pressure”
to ignore their fiduciary duties to the limited partners in that
the TMPs’ discharge of those duties was subverted by their own
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