for helping me. I'm
beginning to feel better about all this."
I was glad she felt better. I didn't. As I hung up, I found myself wondering what I
was getting myself into this time.
* * * *
The partnership agreement for Pennington, Markowsky, Barbereau &
Thomas was just about what I expected. For the life of me, I couldn't understand why
accounting firms chose to form general partnerships, instead of PCs or LLPs that would
help limit their liability. In a general partnership, each partner was personally liable for the
actions of all the other partners. But far be it from me to criticize their business models.
Maybe there was some tax benefit I didn't know about. The key provisions of the
twenty-two page document were on page fifteen, and they followed the typical pattern of buy/sell
agreements. Upon the death of a partner, the other partners had a right to purchase the
deceased partner's interest in the partnership, based on their existing pro rata partnership
interests. If no partner bought the interest, then the entity itself was required to purchase
the deceased partner's holdings.
Of course, those relatively simple provisions, having undoubtedly been drafted
by a high-priced corporate lawyer, spanned four pages, filled with numerous conditions
and limitations, including a requirement that no person who wasn't a licensed CPA in
Colorado could ever be a partner in the firm. For Joyce Markowsky, that was a key
provision--and an obstacle to her simply taking over her husband's share of the
company.
The gist of it was that Karl Markowsky had no legal right to transfer his
partnership interest to his wife, now his widow. Nor could he force his partners to accept
her as a member of PMBT before she became a licensed CPA.
A couple of alternatives occurred to me as I re-read the document, and I
mentally filed them away for future use.
Markowsky's Last Will and Testament was a simpler document, although not by
much. Joyce had been accurate in describing his intentions regarding the disposition of his
estate, including his partnership interest. She had neglected to mention, however,
that--prenuptial agreement notwithstanding--he had left her a house on Glenmoor Drive that had
to be worth well over a million dollars. This was in addition to the two million dollar life
insurance policy.
I had to admit, it had nothing to do with what she was hiring me to do, but it still
seemed odd that she hadn't mentioned it. A professional skeptic like Joe Stone might
construe it as a motive to feed someone Rohypnol and leave him to fend for himself in the
top balcony of an opera house.
When I called the number Joyce had included in her email, she answered on the
third ring.
"This is Adam Larsen. I've gone through the documents. Unfortunately, you can't
force them to take you in as a partner."
The disappointment in her voice was palpable. "I was afraid of that. Are you
saying I should just forget about it? Walk away and--"
"No, you shouldn't just forget about it," I snapped. It came out sounding harsher
than I intended. "They still have to buy you out, which means they owe you one fourth of
the value of the company. Although, given current financial conditions, I'd bet they'll be
hard-pressed to come up with that kind of money. Which could actually work to your
advantage."
"I guess I don't understand."
I smiled, although I knew she couldn't see me. "Let's set up a meeting with them.
I'll show you."
Her spirits seemed to have rebounded. "I'll call them and get back to you. Thank
you."
Just before five o'clock, Diana rang my office. "Joyce Markowsky, line one."
"Thanks." I pressed the button and said hello.
"Mr. Larsen, I think you're on to something. Conner suggested that we meet
tomorrow morning, at ten o'clock, if that works for you."
I glanced at my calendar. "It does. Where is their office?"
"It's down in the Tech Center." She gave me the address. "You know, Conner
actually seemed eager to work this out."
"I'll bet he is. They'd
beginning to feel better about all this."
I was glad she felt better. I didn't. As I hung up, I found myself wondering what I
was getting myself into this time.
* * * *
The partnership agreement for Pennington, Markowsky, Barbereau &
Thomas was just about what I expected. For the life of me, I couldn't understand why
accounting firms chose to form general partnerships, instead of PCs or LLPs that would
help limit their liability. In a general partnership, each partner was personally liable for the
actions of all the other partners. But far be it from me to criticize their business models.
Maybe there was some tax benefit I didn't know about. The key provisions of the
twenty-two page document were on page fifteen, and they followed the typical pattern of buy/sell
agreements. Upon the death of a partner, the other partners had a right to purchase the
deceased partner's interest in the partnership, based on their existing pro rata partnership
interests. If no partner bought the interest, then the entity itself was required to purchase
the deceased partner's holdings.
Of course, those relatively simple provisions, having undoubtedly been drafted
by a high-priced corporate lawyer, spanned four pages, filled with numerous conditions
and limitations, including a requirement that no person who wasn't a licensed CPA in
Colorado could ever be a partner in the firm. For Joyce Markowsky, that was a key
provision--and an obstacle to her simply taking over her husband's share of the
company.
The gist of it was that Karl Markowsky had no legal right to transfer his
partnership interest to his wife, now his widow. Nor could he force his partners to accept
her as a member of PMBT before she became a licensed CPA.
A couple of alternatives occurred to me as I re-read the document, and I
mentally filed them away for future use.
Markowsky's Last Will and Testament was a simpler document, although not by
much. Joyce had been accurate in describing his intentions regarding the disposition of his
estate, including his partnership interest. She had neglected to mention, however,
that--prenuptial agreement notwithstanding--he had left her a house on Glenmoor Drive that had
to be worth well over a million dollars. This was in addition to the two million dollar life
insurance policy.
I had to admit, it had nothing to do with what she was hiring me to do, but it still
seemed odd that she hadn't mentioned it. A professional skeptic like Joe Stone might
construe it as a motive to feed someone Rohypnol and leave him to fend for himself in the
top balcony of an opera house.
When I called the number Joyce had included in her email, she answered on the
third ring.
"This is Adam Larsen. I've gone through the documents. Unfortunately, you can't
force them to take you in as a partner."
The disappointment in her voice was palpable. "I was afraid of that. Are you
saying I should just forget about it? Walk away and--"
"No, you shouldn't just forget about it," I snapped. It came out sounding harsher
than I intended. "They still have to buy you out, which means they owe you one fourth of
the value of the company. Although, given current financial conditions, I'd bet they'll be
hard-pressed to come up with that kind of money. Which could actually work to your
advantage."
"I guess I don't understand."
I smiled, although I knew she couldn't see me. "Let's set up a meeting with them.
I'll show you."
Her spirits seemed to have rebounded. "I'll call them and get back to you. Thank
you."
Just before five o'clock, Diana rang my office. "Joyce Markowsky, line one."
"Thanks." I pressed the button and said hello.
"Mr. Larsen, I think you're on to something. Conner suggested that we meet
tomorrow morning, at ten o'clock, if that works for you."
I glanced at my calendar. "It does. Where is their office?"
"It's down in the Tech Center." She gave me the address. "You know, Conner
actually seemed eager to work this out."
"I'll bet he is. They'd
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