have to say i've never seen so many a national acronyms it was hard to read the court's opinion about fifteen times on your briefs about fifteen times to make sure i knew what everything was standing for manti's the court i'd like to touch a pile a bit briefly of three of the issues that are before the court the statue limitations merits and penalties with respect to the statute of limitations the government is seeking to assess adjective directly directly attributable to and that's what we rely on that this item i miss zimmerman's tax return in two thousand and one is directly attributable to a fifth at two thousand one partnership by them electrolux rejected the tracing approach that the government is applying here and when you apply tracing me as here across tax years under tougher are you actually interacting inconsistently with the most fundamental premise of tap tapper and that was the analysis think is this alien about that case is that there are that i r s issued five f cause there were three partnerships over two years for there was one that there was no change that was necessary they should five f cause because adjust need to be made at each of those points and here the government cannot tell sas you can't even determine what the tax is for misnomer men in two thousand one without first adjusting fifth it returned both in two thousand and the that case drilling in excavation and you don't look at center which was the past through a partnership and the only difference i can see between that case and this one is in this case not all of the lawsuits were consumed in one year so there in the tax year there were two tax years but in each one it went directly from the source to the taxpayer straight through and there was no indication that there was actually any application of the intermediate partnerships own tax attributes and and the problem with the government's theory is that it's inconsistent as i said before the annual counting principle which is the fundamental premise of tough and one of the ways that we know that so is the notice that winds are now becoming that secondary partnership it's that directly attributable to that zimmerman two thousand and one tax return the item on that tax return is to which the government is trying to assess taxes is directly attributable to the  thousand and one partnership and partnership item is defined as an item for a partnership and a partnership tax here so even in the definition of partnership by that is this notion of tax year but ends sixty two twenty nine forty first whether tiger had made a contribution and the answer to that is yes second whether there was an economic reason for that contribution the answer to that is yes and third was the subsequent a didn't do any investigation at all that's not what c p s do well that the c p s identified what the relevant questions were those three and indeed those three were the relevant questions and if i may for each of those three items didn't have cash to purchase tigers c l s they wanted in time contributions and there was a good reason to do so are after them tiger did make a contribution the documents that are what or men that she was a sophisticated investor but tiger's interest in making this contribution was to be clear that they were diversifying the nature of their holdings prior to this they collaborated that was the court's word on the scheme which had the effect of converting what on its face looks like a partnership investment into a sale because eight days as it was understood going if i mean that when the court actually comes up to the specific question was it a prepackaged deal from beginning to end all the way to the sale to fifth on page twenty four of the appendix it says mak looking for a buyer it intimated that it had a buyer outside of r f and its orbit and wondered whether fit would be interested it offered them at that point at a discount fifth it was an absolute value return absolute return who are making decisions have to make their decisions with a fiduciary duty to the particular investors and the particular objective of that fund so fit which is an absolute term fine it's not until they have the discount at which tiger is to as i said separate investors there's just a few share an obligation to them separately and to their different objectives and what so what's interesting here is that the judge walked up to and didn't find that it was prepackaged all the way to fit  but there was a legitimate purpose to seek in kind contributions aren't didn't have money to buy tiger's interest tiger was agreeing to be bound he couldn't reveal until july if it would be decided to stay longer than that that was fine tiger successors were bound to the memoranda of their rights were the same the and interesting we the silent remains that the government wants to actually makes clear that tiger had no right to utterly inconsistent with the any one accounting rule and most importantly with respect a notice because the fifth of two thousand one partner's don't get notice of the r f two thousand after all indeed they don't have a right to participate in the two thousand up are after are proceeding and as this court held in the credit case they absolutely have to raise any special limitations objection in the partnership proceeding and yet they can't even be par in notice that the i r s provide sort of partnership pose that we may go any open limitations period for any tax of any person at trivial to which makes it the operative language here the partnership item for the year issue incidentally they also threw forward through a number of other partnerships but the important part is is that basically through the whole way that teflon scheme works as you're supposed to address the losses at their source to cut cut the head at the stake not the tail so that you can have one unified and consistent proceeding that was quite everybody who makes use of those partnerships losses and so the fact that f i p might have limited their use of los which seemed to me to be pretty clear articulation of attributable to rule as applied in roughly this context between that case and this case which is another way of which was engaged in its own transactions that had nothing to do with the loss that was being challenged that was flowing through drilling equipment and so when the iris issue the f b i the intermediate partnership which it did properly and the court said no you have to adjust the purchase of items at the source for the reasons that that's what the test for scheme requires you to do in order to have a unified proceeding the rules regarding computational adjustments the definition of flow through partner they nothing that could happen in a proceeding in f i p that would revive those oss the fact that they limited the amount of losses that they claimed doesn't actually have had have any bearing on their validity and so you were there any other claimed their the builtin losses where they did it in a structured way so they claimed the couple of them by the sale of so remember when they saw all the losses to general cigar they sold seventy seven percent more so they kept twenty two percent  change and and they the losses issue here are based on the sale of the twenty two percent and then what they did was when they sold those aussie general so far they got back preferred stock and so they got it they got a substitute that was transferred from tiger woods to to our after in a fictitious contribution transaction not to get to the merits of that transaction the important part is that everybody knew possible that it was planned all the way for yes but well your honor i think that i think that the court of the world was being really very careful and deliberate and but not in a way that has any bearing on the result of this honor well first of all i think that the issue here is actually between the question is whether tiger became a bona fide partner of our after and so f i p the question that the supreme court tells you to ask in determining whether that was  fide transaction or non or whether those two parties genuinely truly intended to join together in the conduct of a business and so you're looking primarily to the you're looking primarily to the to the intent of our af on the one hand a transaction and tire on the other and the court square we found that neither of those parties in tended that they bonafide answer into a business together because the whole point was retired to give access for tiger to get out so it the what what the record shows is that the parties were planning this transaction since may what the record also shows us that our efforts keenly focused on the tax office in e mails from april and may which the transaction happened at the end of may what the record does not necessarily show was that they had but why the buyer for pikers partnership interest which tiger then sold on june third you know arguably space you know a week or two after becoming a partner had sold its partnership interest on june third to f f ip there's no indication in the record that tiger was specifically was in a correspondence on june one and but but what is perfectly clear is that come hell or highwater tiger was getting out of that partnership and the the whole truth the whole structure of the transaction was that tiger sells and so the fact that it wasn't necessarily selling to f i p doesn't matter because this subsequent steps of the transaction were perfectly matched up that that are after is supposed to sell these assets to general cigar which was which actually which a bank disclosed to the i r s and a registered transaction as a registered transaction back in march order to bring a case in the port of federal claims you have to make a statutory deposit wire if you would go on the tax court there is no statute of possible harm the court said well for starters tory deposits we're only going to look question as to the statute of limitations issue which says that all tasks of any person not partner or even of any person attributable to the partnership items for the tax year issue in the f a a and the generated by caused by that is perfectly consistent with going to look into the source partnership i see for i know my time but and in addition to that your honor and  here with prospective study ok thank you i too man with respect to the statue of limitations there can't be a computational adjustment here because you can't know the effect on the individual two thousand and one return without first justing fifth term fifth at combine this loss with other income and losses it had from other sources and then taking that whole and applied basis and at risk limitations we can't know what the effect is for the individual two thousand one return without adjusting down the government it is much as said so on page thirty eight of the read brief and find if if it had done something wrong whether fifth did the thing wrong we can't do no until we have just fifty return which we can't do because the spade in the preceding two raising objections with respect to judge your life rose binion he specifically rejected the notion that we do multi year adjustments he rejected that is inconsistent with the fundamental premise of a accounting with respect to the merits that government and the judge below implicitly add in to the requirement of durational minimum for being a partner that is inconsistent with this cour investment well sale it would be hard to think i mean one of the things of course i've ever size is that fifth it doesn't come on the scene in egypt june first which is more than a week after it would be hard to imagine that that would be possible in the circumstance of a day later with respect to penalty to hire the best of the taxpayer doesn't have to know what it is that the account was supposed to after their supposed to be able to rely on them and although the government referenced general sudarsan raghavan relied on the te and we discussed why i think that's inconsistent with the court's other subsidiary findings but specifically with respect to penalty the government mentioned generals who are several times the government investigated general clark cigars taking a loss as to these specific items and headed no change letter if the government's own investigators concluded that this was appropriate it's hard to understand how it is that the taxpayer is supposed to know that something was wrong thank you very much