surrounding the formations of WCB Holdings and BFLP, the court stressed
formation of BFLP evidenced a far greater degree of skepticism.
partnership interests in BFLP. (169) As for the desire to obtain
of BFLP offered no additional creditor protection is its view that Mr.
(172) After finding that the formation of BFLP did not satisfy the
However, the court stated that the subsequent transfer of WBC units to BFLP did not meet that exception.
As to BFLP, the court stated that the bona fide sale exception did not apply, due to a lack of legitimate and significant nontax reasons for its formation.
Because BFLP could not transform its sole asset (the WBC class B membership units) into a liquid asset without a redemption, the court stated that the decedent, by not ordering any redemptions, exercised "practical control over BFLP and limited its function to simply holding tide to the class B membership units." Regardless of whether any redemption took place, the court concluded that the decedent's "ability to decide whether that event would occur demonstrates the understanding of the parties involved that the decedent retained the right to control the units transferred to BFLP." Such control, according to the court, equated to an implied agreement to continue to enjoy the property after the transfer; thus, Sec.
2036(a)(1) to the transfers to BFLP "factually, logically, and legally flawed." The major weaknesses were well exposed in her dissenting opinion, which cited extensively from Byrum, (11) a Supreme Court case that shed light on Sec.