Partnership property

1
Partnership property
Interest in partnership
Individual partner transfer (creditors, assignees)
Management
Unanimous vote
Interest in specific property
Unanimous or majority vote
2
Sunshine
Belendiuk (partner)
NPCT (Vanguard)
Sunshine
Partnership interest
Agreement 16 ownership interest 20
admission 1 own ?profits, losses, voting
3
Asian Yard
AYVC
Kavounas
manager
AYP
CREL
NESK
14 lp 1 gp
100 owner
49 lp
35 lp
AOC
1 gp
CAP
50 Oliner
Oliner
50 Kavounas
1 million
100
CHI
First Lincoln
partnership
4
Asian Yard (continued)

• Agreement
• Parties cannot directly or indirectly sell
  interest in the partnership without consent
  can transfer direct ownership interest subject
  to right of first refusal except for transfer to
  affiliate
• Issues
• (1) Subject to restriction?
• (2) if so, is it subject to one-time transfer
  exception although (a) indirect and (b) includes
  management rights
• (3) if subject to that exception, is it to an
  affiliate?