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During that period, PK Ventures’ limited partnership interest in
PKVI LP increased from zero to 29 percent (i.e., PK Ventures
acquired the entire limited partnership interest in PKVI LP).
PK Ventures’ increased ownership interest in PKVI LP was due, in
large part, to partners owning at least 24.65 percent of
PKVI LP’s limited partnership interests assigning their interests
in the partnership to PK Ventures for apparently no consideration
other than relief from the partnership’s liabilities.
Furthermore, these assignments occurred during the time in which
PKVI LP was experiencing serious financial difficulties. These
facts do not support a conclusion that the transfers from
PK Ventures to PKVI LP were bona fide loans. Rather, these facts
indicate that PK Ventures gained a greater ownership interest in
PKVI LP by its willingness to assume the liabilities of the
partnership and to provide the partnership with capital to pay
those liabilities.
Eighth, as a result of holding approximately 76 percent of
the partnership interests in PKVI LP as of February 16, 1990,
Rose and PK Ventures gained the exclusive right, power, and
authority to make calls for additional capital contributions on
behalf of PKVI LP, to permit a withdrawal of capital by any
partner, to admit an additional partner to the partnership, to
permit the withdrawal of any partner from the partnership, to
designate any additional investments for the partnership and to
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