Twenty-Two Strategic Investment Funds et al v. United States of America
Filing
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STIPULATION AND ORDER re 44 STIPULATION WITH PROPOSED ORDER For Dismissal of Intervenor Salmon Ventures, LLC; Approval and Consent to Dismissal and to Entry of Order filed by Salmon Ventures LLC. Signed by Chief Judge James Ware on August 20, 2012. (wsn, COURT STAFF) (Filed on 8/20/2012)
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N. Jerold Cohen (GA SBN 174700)
Joseph Depew (GA SBN 218870)
Sutherland Asbill & Brennan, L.L.P.
999 Peachtree Street NE
Atlanta, GA 30309
Telephone: (404) 853-8000
Facsimile: (404) 853-8163
Email: jerry.cohen@sablaw.com
joe.depew@sablaw.com
Counsel for Salmon Ventures, LLC
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William E. Taggart, Jr. (SBN 41134)
William E. Taggart, Jr.,
A Professional Corporation
300 Frank H. Ogawa Plaza, Suite 370
Oakland, CA 94612
Telephone: (510) 893-9999
Facsimile: (510) 893-9980
Email: wetaggart@wtjrlaw.com
Counsel for Salmon Ventures, LLC
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S DISTRICT
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IN THE UNITED STATES DISTRICT COURT FOR THE
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NORTHERN DISTRICT OF CALIFORNIA
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SAN FRANCISCO DIVISION
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TWENTY-TWO STRATEGIC
INVESTMENT FUNDS; and
PRESIDIO GROWTH LLC
(Tax Matters Partner),
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Petitioners,
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v.
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UNITED STATES OF AMERICA,
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Respondent.
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_______________________________________)
Case No. C-05-2835 JW
STIPULATION FOR DISMISSAL OF
INTERVENOR SALMON
VENTURES, LLC; APPROVAL AND
CONSENT TO DISMISSAL AND TO
ENTRY OF ORDER; and
[PROPOSED] ORDER
Honorable James Ware, Chief Judge
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The interested parties hereto stipulate hereby to the dismissal of Intervenor Salmon
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Ventures, LLC (“Salmon Ventures”) for lack of jurisdiction, and to the entry of an order of
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dismissal of Salmon Ventures as a party to the within action for lack of jurisdiction. All
-1Motion for Intervenor for Dismissal; [Proposed] Order
(Case No. C-05-2835 JW)
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interested parties approve the dismissal of Salmon Ventures, and consent to the entry of an order
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of dismissal.
As the factual foundation for an entry of an order for the dismissal of Salmon Intervenor
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from the within action for lack of jurisdiction, Salmon represents and states as follows:
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1.
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State of Delaware.
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2.
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Salmon Ventures is, and was during the periods relevant hereto, the sole Class B
member of Jefferson Strategic Investment Fund LLC (“Jefferson LLC”).
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Salmon Ventures is a limited liability company organized under the laws of the
Presidio Growth LLC (“Presidio”) is, and was during the periods relevant hereto,
the managing member of, and the Tax Matters Partner of, Jefferson LLC..
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The Internal Revenue Code of 1986 (“IRC”) provides special procedural rules,
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which are commonly known as the TEFRA rules, for the Internal Revenue Service to make
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adjustments to the income tax liabilities of certain partnerships. See IRC §§ 6221, et. seq.
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An adjustment to the income tax liability of a partnership pursuant to the TEFRA
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rules is proposed in a notice of proposed adjustment which is referred to as a Notice of Final
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Partnership Administrative Adjustment ("FPAA").
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A Tax Matters Partner, such as Presidio, may file a petition for readjustment
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pursuant to IRC §6226(a) in United States District Court within 90 days after the date of issuance
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in response to an FPAA.
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This case was brought by Presidio Growth LLC ("Presidio"), as the Tax Matters
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Partner of twenty-two partnerships subject to the TEFRA rules, to challenge proposed
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adjustments to the income tax liabilities of said partnerships.
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Revenue Service issued an FPAA to Presidio.
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On June 27, 2005, the Internal Revenue Service issued an FPAA to Presidio and
Salmon Ventures concerning Jefferson LLC's tax year ended May 22, 2000.
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Salmon Ventures was one of the twenty-two partnerships to which the Internal
Presidio timely brought this action pursuant to IRC §6226(a).
//
-2Motion for Intervenor for Dismissal; [Proposed] Order
(Case No. C-05-2835 JW)
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Under IRC §6226(c), where a Tax Matters Partner brings a proceeding for judicial
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review of an FPAA, "each person who was a partner in such partnership at any time during such
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year shall be treated as a party to such action," and "the court having jurisdiction of such action
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shall allow each person to participate in the action."
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intervene in this case pursuant to IRC §6226(c). Docket, No. 15.
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On December 12, 2005, this Court granted the motion of the Salmon Ventures to
A partner must have an interest in the outcome of a TEFRA action in order to be
treated as a party to, and to participate in, the action as an intervenor pursuant to IRC §6226(c).
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The partnership items of a partner must not have become non-partnership items by
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reason of events described in IRC §6231(b) in order for a partner to have an interest in the
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outcome of a TEFRA proceeding such as this action.
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At the date Salmon Ventures intervened in this case, no event described in IRC
§6231(b) had occurred with respect to Salmon Ventures.
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On a date after Salmon Ventures intervened in this case, the Internal Revenue
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Service entered into a final closing agreement with Salmon Ventures that addressed all tax issues
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relating to the partnership items of Salmon Ventures.
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As of the date of the closing agreement, the partnership items of Salmon Ventures
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ceased to be "partnership items," as defined in IRC §6226(a)(3) as a consequence of the closing
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agreement.
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treated as a party to, and may no longer participate in, this proceeding by virtue of IRC §6226(d).
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As of the date of the closing agreement, Salmon Ventures may no longer be
This Court no longer has jurisdiction to adjudicate as to Salmon Ventures as it no
longer has an interest in the outcome of this judicial proceeding.
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20.
The other Intervenors in the within action do not object to the dismissal of Salmon
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Ventures as a party.
Based upon the foregoing, Salmon Ventures respectfully requests the Court enter an order
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pursuant to Federal Rule of Civil Procedure 41(a)(2) dismissing Salmon Ventures for lack of
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//
-3Motion for Intervenor for Dismissal; [Proposed] Order
(Case No. C-05-2835 JW)
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jurisdiction based on Internal Revenue Code §6226(d).
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Dated: August 17 2012
__________,
WILLIAM E. TAGGART, JR.
A PROFESSIONAL CORPORATION
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By: /s/ William E. Taggart, Jr.
Attorney for Intervenor
Salmon Ventures, LLC
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Presidio Growth, LLC; and the United States of America, by and through their
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undersigned counsel, approve, and consent to, the dismissal of Salmon Ventures.
/s/ Steven M. Bauer
STEVEN M. BAUER
Latham & Watkins
Attorney for Petitioners
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ATTESTATION OF FILING
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/s/ Adair F. Boroughs
ADAIR F. BOROUGHS
Trial Attorney
Tax Division, US Department of Justice
Attorney for Respondent
Pursuant to N.D. Cal. General Order 45, Section 45(X)(B), I, William E. Taggart, Jr.,
attest that concurrence in the filing of this document has been obtained by all of the signatories
hereto.
WILLIAM E. TAGGART, JR.
A PROFESSIONAL CORPORATION
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By: /s/ William E. Taggart, Jr.
Attorney for Intervenor
Salmon Ventures, LLC
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[PROPOSED] ORDER
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PURSUANT TO THE STIPULATION, CONSENT, AND APPROVAL OF THE
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PARTIES, IT IS SO ORDERED.
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August 20, 2012
Dated: ____________________
________________________________
Honorable James Ware,
Chief Judge
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-4Motion for Intervenor for Dismissal; [Proposed] Order
(Case No. C-05-2835 JW)
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