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interest or a right described in section 2036(a)(1) (or section
2036(a)(2)) with respect to the respective 16-percent interests
in MFV that she gave to her daughters’ trusts.
We turn now to the linchpin in respondent’s contention that
at the time of Ms. Mirowski’s gifts and at the time of her death
there was an express agreement in section 4.5.1 of MFV’s operat-
ing agreement that Ms. Mirowski retain an interest or a right
described in section 2036(a)(1) with respect to the respective
16-percent interests in MFV that she gave to her daughters’
trusts. According to respondent, under section 4.5.1 of MFV’s
operating agreement, as MFV’s general manager, Ms. Mirowski’s
“authority included the authority to decide the timing and
amounts of distributions from MFV.”58 That section of MFV’s
operating agreement provides: “Except as otherwise provided in
this Agreement, the timing and amount of all distributions shall
be determined by the Members holding a majority of the Percent-
ages then outstanding.”
Contrary to respondent’s contention, section 4.5.1 of MFV’s
operating agreement did not give Ms. Mirowski as MFV’s general
manager the authority to determine the timing and the amount of
all distributions from MFV. Any authority that Ms. Mirowski had
under that section was in her capacity as the member of MFV who
owned a majority of the outstanding percentage interests in MFV
58See supra note 54.
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