Leatherstocking 1983 Partnership, Sam I. Brown, A Partner Other Than The Tax Matters Partner - Page 22

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          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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