Transfer of Securities - Follow Up
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Transfer of Securities - Follow Up A follow up to the question of dates in connection
with the transfer of securities. The user's remarks are in bold and italicized.
Thank you for your reply. Perhaps I need
to be more specific about the problem we are having. We have 90 day payout
window. Currently we determine any security transfer at the meeting prior
to the valuation date (Meeting 1) so that the broker can be instructed to make
the transfer as concurrently as possible to the valuation date. We are
lucky, there is usually only a day or two lag because the transfer is
electronic. At the next monthly meeting (Meeting 2), after we know exactly what
the valuation is, members are able to make additional contributions to cover the
payout. Any shortfall is then usually paid from cash, or from any
investment made by a new partner. The question which always comes up is
why do we have to decide at the first meeting what securities to transfer and
why does the value of what we transfer have to be tied to its value on that
valuation date. To use your example, if the withdrawal payout is $1,000 and we
have 90 days to deliver the funds, why do we have to make the immediate decision
to transfer 22 shares of XYZ (and cash of $10) as of the valuation date when the
market value is $45 per share? Why can't we wait until the next month when
perhaps the market value is $50 per share only 20 shares must be transferred to
totally satisfy the payout. I understand from your example that there is a
market risk, as the stock price could go down ($30 in your example) instead, but
if the club members are willing to take that risk is there any reason not to be
able to wait on the decision as well as the transfer? I guess what we
don't understand is that if she gets her $1,000, why does it really matter that
she get the stock immediately if the money is not due immediately. As long
as she gets $1,000 at a point in time in accordance with the partnership
agreement what difference does it make whether 22 shares at $45/sh. are
transferred March 31 and then $10 paid within 90 days or 20 shares at $50/sh.
are transferred at April 30 or at May 31 - as long as the payout is
completed within the 90 days.
It doesn't make any difference if this is in exact
accordance with your partnership agreement and all members understand the
ramifications. Problems arise when a withdrawal statement is prepared and the
member or broker is notified that 22 shares of xyz are to be transferred at such
and such a date. If the stock value fluctuates before the transfer, what is the
constant? Is it the $1,000 value, or is it the 22 shares? Jerry and I were once
asked to arbitrate just such a dispute. There was an honest difference of
opinion between the parties, and the agreement was not clear.
In the event the stock goes down, we
would either transfer more shares or add more cash. Does it have to do
with the accounting software? Is it a practical problem or a tax/legal
problem?
It's not a tax/legal problem unless there is a
dispute over what the partnership agreement means. If it clearly says what you
are proposing, I see no problem.
Now let me ask you a question. Since
you see the value of using appreciated stock for withdrawals, what is the
advantage of waiting for 90 days? Why not just select the stock and get it done,
since the cash balance will be small and you don't have to wait until you can
accumulate that money?
Thank you for your question and follow
up. I hope that this type of exchange is helpful to
everyone.
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