The following are typical service fees for the valuation of an equity interest in a passive investment partnership, limited liability company, C-corporation, S-corporation, investment trust, or other organization. Pricing for multiple entities (like-kind or similar in form and holdings - as a cluster formation or holding company formation) is discounted.

One appraisal, typical service fee $6,500 - this is our typical base service fee.

Two appraisals, $10,400 (20% discount on second entity)

Three appraisals, $13,650 (30% overall discount)

Four appraisals, $15,600 (40% overall discount)

Five appraisals, $17,875 (45% overall discount)

Six appraisals, $19,500 (50% overall discount)

We often encounter a closely held organization (partnership or limited liability company) that owns an interest in another closely held organization (corporation, limited partnership, or limited liability company). For example, a family owned investment company, Loalbo Family Limited Liability Company, owns a one-half interest in the Gibbs-Loalbo Company. We must value the Gibbs-Loalbo Company in order to value the Loalbo Family Limited Liability Company. Be sure to let us know if you have this structure.

Revaluation within two years from date of prior engagement contract, for passive investment organizations, is typically $3,500.

Onsite visits, onsite discovery, and/or for strategic planning/compliance - Extra.

Priority work - usually no extra in service fees, but there is a requirement that all of the fee be paid in advance. There is an additional charge of $500 - $1,500 if the work has a turn-around time of from 3 to 5 days.

Our engagement will be documented by a written contract. You will have no financial obligation to us until we are engaged. You will know what services we are to provide, the cost of our service, and our time commitment. All information provided to us pre-engagement will be strictly confidential. We would rather have too much information up-front than not-enough.

Turnaround commitment is four weeks from the day we receive all of the information we need to complete our study.

The most difficult task in our valuation work (for you and for us) is getting all the information we need.

Our valuation methods will emphasize the use of math and statistics to determine the present value of all predictable future economic benefits that an owner will realize over the holding period of his or her investment. In valuing investment companies, we need to know exactly what assets the company owns and the income that is produced from each asset. We must determine the most probable future growth rate for each asset because future capital gains will constitute a significant economic benefit. The study is math-heavy and time-value heavy. For this reason, we need the income tax returns filed for the partnerships or company for the most recent five years. We need financial statements prepared in-house or by a CPA. For investment companies, we need brokerage statements, ad valorem tax valuations/renditions, and other annual information that will help us to determine trend lines. We need copies of all organizational documents to identify exit strategies (if any) and to determine the probable holding period of an investment in a partnership or company.

All of this produces a lot of paperwork that you must provide and that we must examine. We will never ask for non-essential information. Our goal for transfer tax valuations is to deter an examination caused by a less-than-thorough valuation study. Likewise, our goal is to avoid potential disputes within a family or other ownership because our valuation did not consider all the facts and all possible outcomes.

(1) Organizational documents and, if any, buy-sell agreements, separate stock restriction agreements, and a history of prior sale or redemption of equity in the company, partnership or trust.

(2) Five most recent income tax returns for the organization. If the organization is a start-up, we need a reliable history of the earnings from the investments contributed to the organization. We may ask for the individual's personal tax returns to obtain information regarding income and expenses generated by the assets prior to their transfer into the newly organized entity.

(3) A schedule of owners and shares/percentages of ownership.

(4) We need an exact list of each asset owned by the organization and the fair market value of each asset at or near the valuation date. This list is important. Often, we are required to construct the list from brokerage statements, real estate reports/appraisals, and other loosely organized information. We can easily overlook an asset in a jumble of paperwork. Please help us protect our accuracy by consolidating this information into a list form.

(5) For stocks, bonds and other securities, please enclose brokerage statements for the period closest to the valuation date. Why? We include and emphasize the potential for appreciation (growth) as a component of value. Stocks in a portfolio have the historical potential for greater appreciation than bonds. Other investments have the potential for depreciation over time. A brokerage statement will help us determine the over-all growth potential for the combined portfolio and the income producing capacity of the portfolio.

(6) As a general rule, real estate (or any interest in real estate) owned by the organization should be appraised by a competent real estate appraiser. This is important if the transaction that requires this business valuation has a high tax audit profile and in buy-sell transactions. Tax District appraisals can sometimes be used if the Tax Appraisal District is required by law to follow the Uniform Standards of Professional Appraisal Practice and if the Appraisal District is current with regard to their field appraisals for determination of fair market value.

(7) Please identify any property in which the organization has a partial ownership interest. The marketability and liquidity of partial interests in property are typically very impaired.

(8) The fair market value of an interest in a partnership/LLC/Company equity may be impaired if the assets of the organization are substantially appreciated. Anyone who buys into the entity dollar for dollar will lose value if he/she must pay a capital gains tax as the result of the sale of an appreciated asset. The impairment represented by built-in unrealized capital gains will be given no weight unless we have the income tax basis of each asset so that we can measure the exact impact.

(9) Similar to partial interests in tangible property, the value of ownership interests in other companies and joint ventures may be seriously impaired. Here is where we often find the clutter in the balance sheet and almost no information. Provide us with the information that you have - such as - K-1 statements, tax returns if the partnership/entity provides copies to owners, recent correspondence and the name and telephone number of anyone we might contact for details. If the value of the partnership/LLC interest (or an interest in a corporation) is very big, we recommend that the underlying entity be appraised if you have the control to require an appraisal.

Small Active Company ($2,000,000 to $15,000,000 in Average Annual Revenues) - Our typical service fee is from $15,000 to $22,500 depending upon the complexity of the company, its revenue structure, its operating structure, or ownership structure. This pricing does not include onsite visits & discovery or work with regard to existing or expected shareholder contests. Companies who own and actively manage real estate are considered to be active companies, not passive investment companies.

Larger Companies - We have worked with a number of large to very large companies in valuation and associated planning. We will need to examine the financial information before we set a fee. These assignments almost always require an on-site visitation and one or more interviews with management. In keeping with our standing policy, we will not charge a fee until an engagement contract is signed. When the assignment is very big, we may contract for a feasibility study (initial analysis and interviews) before we price the assignment. Perhaps the following history will give you some idea of the valuation fees we have charged in other cases.

Bank holding company, the bank and 36 subsidiary companies ($32 million revenues).

Fixed Fee: $50,000

Additional fees in preparation for trial testimony: $34,000.

Company owning and operating a regional chain of discount sporting goods stores, annual gross revenues of $600 million.

Fixed Fee: $32,000

There are significant variables in valuing larger companies. We perform an extensive market search for comparable companies. The companies are large enough so that the market guideline approach is meaningful and relevant. The time and cost of the search varies. We almost never have a problem in getting good financial information from larger companies. This represents a saving of time that moderates the cost of our service fee.

National long-haul freight transport company with $250,000,000 in gross revenues.

Initial Fixed Fee: $25,000

Annual fee for updates (heavy market analysis): $15,000

Two limited liability companies in the business of mining bentonite and lignite and the valuation of family owned and controlled limited partnership.

Fixed Fee: $25,000

The company and its owners have since updated the business appraisal multiple times to support a continuation of ownership and business succession planning. This included an onsite visitation and the use of a consulting independent geologist.

We employ consulting experts in complex technical matters, including biotechnology (Professor Bill Kurtin, Ph.D., retired Chair of the Biochemistry Department of Trinity University, and our Science Advisor), geology, electrical engineering, and environment science.

Our Purpose

Almost all of the work that we produce has the potential for a contest. For federal income tax and transfer tax matters, the contestant is the Internal Revenue Service. For business organizations and reorganizations, the contest may originate with shareholders, debenture holders, creditors, and occasionally, an agency of the federal government.

Our preparation, analysis and reporting assumes an eventual contest. Assuming contest, we make every effort to issue a business valuation report that is trial ready. Our conclusions will be documented. Our reasoning will be explained. Our documentation of procedures used and not used will be defined to comply with the requirements of the National Association of Certified Valuation Analysts and the Uniform Standards of Professional Appraisal Practice. We will not use shortcuts to reduce the cost of the appraisal process to you. We believe the best deterrent to a contest is by way of thorough preparation, analysis, and reporting before the first shot is fired. Of all the valuation contests originated by the Internal Revenue Service for federal income and transfer tax purposes, only two very junior estate tax attorneys contested value - and these two contests died on the vine as the freshman IRS attorneys turned to technical issues (think Internal Revenue Code Sections 2036 and 2703) to support a case that did not exist in fact. With this said, the commodity almost used to settle a dispute is valuation. For example, Section 2036 disputes are resolved by give and take with regard to discounts for lack of liquidity (DLOM). The settlement appears to have been the resolution of a valuation contest. In actuality, the contest was about other matters. Value was the medium of exchange for settlement.

In planning that involves family members who may have conflicting interests, we have been asked as a part of our assignment to meet collectively and separately with all interested members of the family. In serving as an independent valuation consultant and in working with all members of the family, we have contributed (occasionally, but not always) to solutions that avoid or at least deterred family contests. This process is time-consuming, expensive, and can be exhausting - and it can be powerful for senior family members who want, above all, family harmony.

Undivided (Partial) Interests in Real Estate, Real Estate Trusts, Working Interests

Estate of Ellie B. Williams v. Commissioner, T.C. Memo 1998-59. Court allowed a combined discount of 44%, 20% for lack of marketability and 30% minority interest, despite the fact the taxpayer could not point to a single comparable sale of such a fractional interest in property. The Court said the absence of evidence of a history of comparable sales of partial interests was evidence that interests were not marketable. A real estate attorney testified that the costs of partitioning the property would be high because of the irregularities of the properties. Second, a bank executive testified that financial institutions will not generally lend funds to an owner of an undivided interest in property without the consent of the other tenants in common.

Sels Estate v. Commissioner, T.C. Memo 1986-501, 52 T.C.M. 731 (1986). Tax Court recognized a discount of 60%. This case is cited by Braswell as an illustration of what often happens in the Tax Court when the government refuses to acknowledge discounts and fails to put on evidence of a proper discount percentage. The estate's expert witness testified that a partition action is generally a lengthy and expensive process. The Court determined value from the record as a whole and particularly in view of the unanimity of testimony of all the experts, including the government's experts, that a minority discount was proper.

The Tax Court may disregard the testimony of expert witnesses. In Mooneyham v. Commissioner, T.C. Memo 1991-178 (1991), the Tax Court held that the testimony of the experts, although weak, was some evidence that the fair market value of a fractional interest in real property cannot be derived by multiplying an owner's percentage interest by the value of the property as a whole. The Court noted that the taxpayer's arguments were logical and supported by numerous precedents, namely Propstra (15%), Campanari (12.5%), Henry (10%), Stewart (15%) and Estate of Youle (12.5%), Bright (15%), and Minahan, 88 T.C. 492 (1987), sanction applied against IRS. The Minahan decision cites: William R. Stewart, 31 B.T.A. 881 (1934), nonacq., undivided interest, real estate, 15% discount on the basis that the only material evidence showed that fractional interests are ordinarily sold at a discount; Estate of Nina M. Campanari, 5 T.C. 488 (1945), acq., undivided interest in real estate, 12.5% discount; Estate of Charles S. Herter, 13 T.C.M. 298 (1954), undivided ownership interest in real estate, 15% discount; Estate of Louis Whitehead, 33 T.C.M. 253 (1974), undivided interest in real estate, 14.25% discount; Propstra v. United States, 82-2 USTC ¶13,475 (9th Cir. 1982), undivided community property ½ interest in real property, 15% discount; Estate of Youle, 56 T.C.M. 1594 (1989), 12.59% discount; Estate of Henry, 4 T.C. 423 (1944), 10% discount. As to other property, see, Bright v. United States, 81-2 USTC ¶13,359 (5th Cir. 1980), undivided community property ½ interest in a corporation.

Pillsbury Estate v. Commissioner, T.C. Memo 1992-425, 64 T.C.M. 284 (1992). Tax Court agreed with the government's criticism of the expert's reliance upon court decisions, and therefore disregarded the expert's testimony to the extent that he relied on those decisions. The Court held, however, that the expert's testimony did provide support for the conclusion that there should be a discount. The IRS presented no evidence to the contrary. The Court held that the 15% discount claimed on the estate tax return was an admission of the amount of the maximum discount, which the estate cannot overcome without cogent proof that it is wrong. Based on the record, the Tax Court concluded that a 15% discount was appropriate.

LeFrak v. Commissioner, T.C. Memo 1993-526. A gift tax case. Samuel J. LeFrak, a New York real estate developer, conveyed undivided interests in 22 buildings to trusts for his three children in December of 1976. Mr. LeFrak and the trusts formed 22 partnerships to hold the buildings one month later, in January of 1977. Mr. LeFrak owned 70% of each partnership and the trusts owned 30% in each partnership. Mrs. LeFrak consented to the transfer so that, for gift tax purposes, the gift was made by both spouses. The partnership agreements gave Mr. LeFrak management rights and the right to transfer and manage the properties without the consent of the other partners. The partnership agreements also contained substantial restrictions on the voting, liquidation, and transfer rights of the partners. The Tax Court (Judge Whalen) ignored the restrictions. The trusts had received undivided interests in real estate before the partnership was created. The value of the fractional interests in real estate, not the partnership, was considered to be relevant. The Tax Court recognized an overall 30% reduction in the value of the property. The Court concluded that a discount of 20% would be appropriate considering the minority owner's lack of control over the property and other factors because a holder of a fractional interest in real property has the power to compel partition. There is an implication in the opinion that a larger discount might be appropriate in valuing the partnership interests because the partnership agreements did not permit partition. The Court recognized another 10% discount for lack of marketability. "We believe, based on the record in the instant case, that some discount for lack of marketability is warranted in valuing the interests transferred by petitioner. We will accordingly allow a discount of 10 percent from the full value of each gift to each donee to be taken into account in valuing such gifts. . . . In summary, in the instant case, we will allow a combined discount of 30 percent for minority or fractional interest and lack of marketability in valuing the buildings."

Debt Obligations, Claims

A business appraiser is required to depart from fair market value standards and standard methodology to accommodate exceptions imposed by law-makers, regulatory agencies, and the courts. The exceptions to fair market value, imposed by law and regulations, and that cause a departure from the recognized determination of fair market value, are called for the purpose of this study and report "tax value." We count eleven exceptions in which tax value must prevail over fair market value. These include:

(1) The imputed interest requirements under Internal Revenue Code sections 483, 1274, and 7872. The valuation rules of Section 7872 apply to "gift loans."

(2) The valuation of term interests, life interests, remainder interests as recognized by Estate of Fabric, 83 TC 932 (1984); McLendon v. Commissioner, 77 F. 3^rd 477 (5^th Circuit 1995), McLendon v. Commissioner, 135 F. 3^rd 1017 (5^th Circuit 1998); Wheeler v. United States, 116 F.3d 749 (5th Cir. Tex. 1997). D'Ambrosio v. Commissioner, 101 F.3d 309 1996 (3^rd Cir. 1996), cert. denied, 1997 WL 134397 (U.S.) (May 19, 1997), reversing the Tax Court in 105 TC 252 (1995).

(3) The zero valuation rules of Code Section 2701, in which the business appraiser must ignore the value of certain put, call, conversion and liquidation rights.

(4) Disregard for compliance purposes of voting and non-voting rights under the "same class" rules Code Section 2701.

(5) Disregard on real restrictions on transfer of property, valid and enforceable under state law, pursuant to Code Section 2702, if restrictions do not technically comply with the term limits and payment requirements under Code Section 2702.

(6) Disregard of buy/sell requirements and restrictions, otherwise enforceable under state law, pursuant to Code Section 2703.

(7) Disregard of contractual liquidation (or anti-liquidation) requirements enforceable under state law because the appraiser must consider instead the default requirements of state law.

(8) The business appraiser must ignore swing vote attribution. Victor Minahan v. Commissioner, 88 TC 492 (1987); Ward v. Commissioner, 87 TC 78 (1986), citing Estate of Bright v. United States, 658 F.2d 999 (5th Cir. 1981) (en banc); Harwood v. Commissioner, 82 TC 239 (1984), affd. without published opinion 786 F.2d 1174 (9th Cir. 1986); Estate of Andrews v. Commissioner, 79 TC 938, 940 (1982); Estate of Zaiger v. Commissioner, 64 TC 927 (1975); Estate of deGuebriant v. Commissioner, 14 TC 611 (1950), revd. on other grounds sub nom.; Claflin v. Commissioner, 186 F.2d 307 (2d Cir. 1951); Hooper v. Commissioner, 41 B.T.A. 114, 129 (1940); Sundquist v. United States, an unreported case (E.D. Wash. 1974, 34 AFTR 2d 74-6337, 74-2 USTC par. 13,035); Obermer v. United States, 238 F. Supp. 29 (D. Hawaii 1964); Drybrough v. United States, 208 F. Supp. 279 (W.D. Ky. 1962). The minority discount is recognized because the holder of a minority interest lacks control over corporate policy, cannot direct the payment of dividends, and cannot compel a liquidation of corporate assets. See Harwood v. Commissioner, 82 TC at 267; Estate of Andrews v. Commissioner, 79 TC at 953; Drybrough v. United States, 208 F. Supp. at 287-288; Carr v. Commissioner, TC Memo. 1985-19; Estate of Kirkpatrick v. Commissioner, TC Memo. 1975-344.

(9) Forced application of the family attribution rules with regard to the partial liquidation of an owner's interest in a closely held company for federal income tax purposes.

(10) In the assessment of value based upon "best use," a business appraiser is not required to assume that the company can be liquidated at any time because members of the same family own 67 percent of the outstanding equity. The facts of each case will control the question: "Is it likely that a company will liquidate its assets or will the company likely continue as a going concern?" See, Charles W. Ward v. Commissioner, 87 TC 78 (1986).

(11) The appraiser is to ignore the division of ownership in an entity produced as the result of a transferor's death. For transfer tax purposes, the value of the security transferred is measured by what the assignee receives, not what the assignor gives up. In Ltr. Rul. 9449001 (IRS National Office Technical Advice Memorandum), a donor transferred all of the shares of stock in a closely-held corporation simultaneously to 11 family members. The value of the gift to each donee is determined by considering each gift separately and not by aggregating all of the donor's holdings in the corporation immediately prior to the gift. The application of any discounts for lack of control or marketability would be determined in connection with each separate gift to each donee. The rule is different for estate tax purposes. All shares or units of a deceased owner are treated as single block for valuation purposes. Potential conflict in methodology, but not result. Jones II v. Commissioner, 116 T.C.11 (March 6, 2001).

Internal Revenue Code Section 7872 is of primary concern in our selection of the required valuation standard. In a "related party transaction," must we (are we required to do so) value to collateral, even if there is no collateral, must we assume the buyer's ability to service debt, even if the buyer has limited financial resources, and must we assume liquidity even though there is no market for a marginal, if not deficient, debt instrument? Our valuation guideline for income and transfer tax purposes is provided by Frazee v. Commissioner, 98 TC 554 (1992). Section 7872 applies to the classification of all or a part of a "loan" as a gift for gift tax purposes. The Court in Frazee held that a loan is not a gift loan if it prescribes the required minimum rate of interest as determined by the government for short-term, mid-term, long-term obligations.

The value of a partial interest in real estate by Iron Horse Business Valuation Group requires that the whole of the real estate be valued by a qualified real estate appraiser.

Life and Remainder Interests

We have been asked to value the term and remainder interests of charitable remainder trusts. In almost all cases, our services are not needed. The valuation of term and remainder interests is dictated by federal law. It is a matter of tax value, not fair market value. Anyone can do the math. It is tax value, not fair market value. A qualified valuation expert is needed to value an interest in a closely held company or partnership that is contributed to a charity or charitable trust

Fairness Opinions, Compliance Opinions, Technical Advice ...... Examples:

In estate and transfer tax planning, we have been asked to determine the return premium for preferred equity or to confirm in a written opinion of an existing premium considering income coverage ratios, liquidation coverage ratios, prevailing preferred rates available in the public market, and probable premium or discount associated with current and reasonably prospective economic conditions.

In a reorganization of a Florida limited partnership with preferred equity to a limited liability company with one class of equity, we were asked to provide a detailed opinion that the transaction would be tax free and that conversion from preferred equity to common equity would not constitute a taxable gift.

In a Wyoming case, a taxpayer gave the remainder interest in his home to a public charity. The value of the real estate was determined by a qualified real estate appraiser. The value of the remainder interest was determined using tables prescribed by the Internal Revenue Service [tax value]. Several years later, the taxpayer's son entered into negotiation with the charity to buy the remainder interest for fair market value. We were asked for an independent opinion as to the fair market value of the remainder interest, compliance (did the IRS tables apply to a subsequent sale of the remainder interest?), and that the transaction was not disqualified under Treas. Reg. Section 53.4958-3(b)(1) and Treas. Reg. Section 53.4958-3(e).

We have worked with legal counsel in requests for private letter rulings (applicable law, applicable procedure, and compliance) and in the defense of a request for technical advice by an agent of the Internal Revenue Service.

Gibbs has provided detailed opinions in cases alleging professional misconduct and damages. Gibbs also has worked with trial attorneys and their designated expert witnesses in preparation for depositions and trial.

Iron Horse Business Valuation Group is an unincorporated subsidiary of Gibbs Professional Corporation. Iron Horse Business Valuation Group provides advanced business valuation services and consulting services with regard to federal income and transfer tax matters, business reorganizations, business acquisitions/mergers/sales. Iron Horse provides peer-to-peer support in tax and business contests with regard to taxation, compliance, and valuation.

The manager of Iron Horse is Bob Loalbo, CPA, CVA.

Education and Professional: Magna Cum Laude, Accounting, University of Guam (1981); Certified Public Accountant, Texas; Certified Valuation Analyst, National Association of Certified Valuation Analysts; Member, American Society of Certified Public Accountants.

Experience: Bob Loalbo was employed for seven years from 1982 to 1989 with Ernst & Whinney (now Ernst& Young) as an audit manager. He was involved in managing all technical and administrative aspects of audits and projects for companies in a variety of industries including cable television, radio and television stations, newspapers, direct marketing, photo finishing, savings and loan, retail, manufacturing and healthcare.

Several of these companies were large, publicly traded entities and Mr. Loalbo was involved in the SEC registration statements and filings. He also worked closely with certain investor groups preparing business plans and complex financial projections and coordinating the due diligence process in their efforts to acquire certain companies. Mr. Loalbo left Ernst & Whinney in 1989 and went to work as the CFO of a client that was in the startup phase. The company had one location and during Mr. Loalbo's employment with the company they grew to twelve company-owned or franchised units located in six different states and Mexico with over 600 employees. During this period he was involved in all phases of the company's development including accounting and finance functions, computer and POS systems, controls and systems at both the corporate level and the store level and heavy interaction with underwriters, attorneys and investors as the company's need for financial backing increased with their growth. When that company relocated its corporate office to Boston, MA in 1995, Mr. Loalbo opted not to relocate and started his own consulting and accounting practice and is currently active with a number of companies as their CFO/CPA. Special skills with regard to forensic accounting, financial statement analysis, and accounting/professional due diligence.

Larry Gibbs is the owner/manager of Gibbs Professional Corporation and Vice-President (Technical) of the Iron Horse Business Valuation Group.

Qualifications: American College of Trust & Estate Counsel (1983); Board Certified, Tax Law, Texas Board of Legal Specialization (since 1981); Board Certified, Estate Planning & Probate Law, Texas Board of Legal Specialization (since 1977); Accredited Valuation Analyst, National Association of Certified Valuation Analysts, Licenced, United States Tax Court (since 1971). Co-author with David Cahoone of Strictly Business -Strategies For Privately Owned Businesses (Quantum Press, 1st ed. 2002 Trial Attorney for the taxpayer in the Estate of Kelley v. Commissioner, Tax Court Memo 2005-235. Texas Tech University (Business & Finance, 1963); University of Texas School of Law (JD, 1966).

Julie Hernandez is our Office Manager and Discovery Coordinator. It is Julie who persists in gathering the detailed information we need for an assignment. It is Julie who keeps us all on the same page and who coordinates our analysis, reporting, and review activities.

Julie is the center of our little group. If you ever have a problem in communicating with a member of our staff, or if you need an update, or if you need to coordinate a telephone conference or web conference, call Julie.

The following are matters in which Gibbs has served as a designated expert witness with regard to contested valuation issues, the assessment of damages with regard to closely held companies and partnerships, and/or liability issues. We not keep copies of depositions or trial transcripts.

Estate of B. R. Willeford, 84-PC-3158, Statutory Probate Court No. Two, Bexar County, Texas.

George Spencer, Sr., San Antonio, Texas, attorney for the defendant Foster, Lewis, Langley law firm in San Antonio. Deposition Testimony. Trial Testimony. Case settled after a jury verdict for the plaintiff.

Estate of Olga C. Bohac v. Rudy J. Bohac and Attorney Walker Arernson. Georgetown, Texas.

John Scanlan, Scanlan and Buckle 602 West 11th Street Austin, Texas 78701-2007, attorney for plaintiff. Circa 1989. Review of allegations of fiduciary misconduct and legal malpractice. Deposition testimony and testimony in Court. Case settled after jury verdict for the plaintiff.

Sylvia Uriegas, et al v. Woodmen of the World Life Insurance Society, Cause No. 89-CI-000478 [Bexar] Charles Williams, James E. Ingram, J.D., Robert P. Wilson, J.D., San Antonio, Texas, attorneys for defendants. 1990. Review tax issues associated with representations made by underwriting representative of Defendant. Case on appeal after jury verdict for the plaintiff. Deposition and trial testimony.

James E. Willingham v. Jenkins & Gilchrist [Bexar]. Pat Maloney; Charles A. Nicholson, attorneys for plaintiff, James Willingham. 1990. Third-Party malpractice action and tortious interference claims against Jenkins & Gilchrist law firm. Deposition testimony. Case settled before trial.

The Estate of Christine Devitt, Deceased, No. 83-768,049, In the County Court, Lubbock County, Texas. Larry York, J.D, John H. McLeod, J.D., Baker & Botts, 1600 San Jacinto Center, 98 San Jacinto Blvd, Austin, Texas 78701-4039, Attorneys for plaintiff. 1990. Peer review of alleged professional misconduct of Lubbock attorney George McClesky and his law firm. Pre-trial deposition. Case settled before trial.

Allen Construction Co., Inc. v. Dahlstrom Corporation, et al [Bexar County] Robert P. Wilson, J.D., John M. Killian & Associates, 445 West Sunset Road, San Antonio, Texas 78209, Attorneys for plaintiff. 1990, 1991. Review of tax issues relating to the creation of an irrevocable trust by Gay Dahlstrom, allegations of fraudulent conveyance. Pre-trial deposition testimony. Case settled before trial.

Gerald Wayne Johnson, M.D. and June Elaine Johnson v. Ben B. Turner, Jr., et al; In the 127th Judicial District Court of Harris County, Texas. Cause No. 887-39750. [Harris County], James J. Maher, J.D., Sewell & Riggs, P. C., 333 Clay Avenue, Suite 800, Houston, Texas 77002-4086

Attorneys for defendant. 1991. Review of claims of negligence, misrepresentations, against attorney Ben Turner, relative to 1979 partition agreements between plaintiffs. Issued Expert's Report. Disposition of case unknown.

Cheryl L. Thompson and Mary C. Thompson, Plaintiffs, and Warren Electric Company and the Estate of James R. Thompson, Defendants (Plaintiffs in Interest) v. Deloitte & Touche; Herbert E. Noack, Jr.; Christopher B. Parsons; Michael J. Sonsino; Williams & Company, C.P.A.'s; Huisenga, Henjes, Conner, Countryman, Williams, Grimsley & Associates; Robert V. Williams; John C. Williams; McCollough & McCollough and Milton B. McCollough, Defendants, No. 23,239-401, In the Matter of the Estate of James R. Thompson, In the Probate Court Number One of Harris County, Texas. Urquhart & Hassell, 2727 Allen Parkway, Suite 1600, Houston, Texas 77019. 1993. Designated expert witness in legal malpractice litigation against Mr. McCullough. Deposition testimony in the case against Attorney McCullough. Case subsequently settled after deposition with Attorney McCullough. Also designated as expert for claims against Deloitte & Touche and the executors and trustees under the will of James R. Thompson, but this testimony not fully developed or used in trial on the merits. Jury verdict was in favor of Deloitte & Touche.

Frances Willis McAllen et al v. William Scanlan Jr. et al, No. C-4020-B, 93rd Judicial District Court of Hidalgo County, Texas (the Attorneys Litigation) and Argyle A. McAllen, et al v. William Scanlan, Jr. et al, No. C-218-94-A, 93rd Judicial District Court of Hidalgo County, Texas (the Partition Litigation). 1995. Designated expert witness by the defense. Issues of self-dealing, fiduciary duty by lawyer to clients (family related), conflicts of interest. Settlement (considered favorable to the defense) after delivery of our comprehensive report and opinion. Steven A. Fleckman, J.D., Fleckman & McGlynn, 1800 NationsBank Tower, 515 Congress Avenue, Austin, Texas 78701-3503. Deposition and trial testimony not required.

Service in the capacity of a consulting expert and testifying expert with regard to estate planning, tax, and valuation issues in the matter of William H. Dobie, III, Plaintiff, vs. John H Speer, individually and as the Independent Executor of the Estate of Katy Sue Dobie Hendrickson, Deceased, and Kenneth W. Hendrickson, Defendants, Cause No. 697, In the County Court of La Salle County, Texas. Consulting expert and testifying expert with regard to mixed liability and damage (valuation) issues. Year(s): 2004-2006. Deposition Testimony. Settled. Contact: Eugene M. Nettles, Porter & Hedges, 1000 Main Street, 36th Floor, Houston, TX 77002-6336.

Estate of Robert E. Howerton - IRS Examination & Contest • Estate Tax Return • Indianapolis, Indiana. Consulting expert • business valuation services. Technical advice concerning IRC § 2036 and IRC § 2701 issues. Contact: Robert K. Stallwood, JD, Stallwood Law Office, 6435 Castleway West Drive, Suite 121, Indianapolis, Indiana 46250. Settled.

Gevene K. Clinton Planning, Kansas • IRS Examination, estate tax return (Salina, Kansas). Consulting expert • business valuation services. Technical advice concerning IRC § 2036 and IRC § 2701 issues. Contact: Steven W. Brown, JD, Brown & Vogel, Chartered, 2035 E. Iron Avenue, Suite 101; P.O. Box 2177, Salina, KS 67402-2177. Settled.

Estate of Edward L. Murphy - Wisconsin. Estate tax audit by IRS, Consulting expert • business valuation services. Technical advice concerning IRC § 2036 and IRC § 2701 issues. Contact: Wayne W. Wilson, JD, Wilson Law Group, LLC, 7633 Ganser Way, Suite 100, Madison, Wisconsin 53719-2002. Settled.

Estate of Loretta Houston • estate tax audit, New Mexico. Consulting expert • business valuation issues. Technical advice concerning RC § 2036 and IRC § 2701 issues. Contact: D. Lyle Wood, JD, 303 N. Alameda, Las Cruces, NM 88004. Settled.

Cause No. 02P211-L, In the Estate of Mozelle Rutledge Scott, Deceased, et al vs. Hughes & Luce, L.L.P, Kathryn G. Henkel, and Laurel Stephenson (Defendants), In the County Court at Law No. 1, Tom Green County, Texas. Error and omissions claim against Hughes & Luce re: tax planning, damages. Consulting expert for the Plaintiff concerning liability issues and damages. Damages calculations included extensive business valuation modeling. Contact: James E. Wren, JD, Williams, Squires & Wren LLP, Bridgeview Center, 2^nd Floor, 7901 Fish Pond Road, Waco, Texas 76710. James Wren is now a professor in the Baylor University Law School. Contested, written report/opinion as to liability issues and damages. Settled.

Estate of Marlon Brando • California - Litigation - fact witness as to negotiations that occurred during the term of my service to Mr. Brando. Settled. Contact: Peter J. Linden, JD, 2500 Anniversary Lane, Newport Beach, California 92660-3314.

In Re the Marriage of Marcia Fail Boykin (Petitioner) and Robert Ingalls Marks Boykins, Case Number 02DR23, in the District Court of Pitkin County, Colorado. Valuation expert requiring valuation of Bluebonnet Saving Bank and its subsidiary companies, family partnerships, and trusts • Divorce. Settled almost immediately after the issuance of our business valuation report. Contact: I. Thomas Bieging, JD, James Shortall, JD, Bieging Shapiro & Burrus LLP, 4582 S. Ulster Street Pkwy, Suite 1650, Denver, Colorado 80237.

Estate of Juanita W. Hughes, Deceased, Donor, vs. Commissioner of Internal Revenue Service, Docket No. 9504-99, United States Tax Court. Consulting expert • business valuation services, technical advice as to tax matters • compliance and examination matters. Settled. Contact: Don Lan, JD, Kroney-Mincy, Dallas, TX.

Nancy L. Yeager et al v. Mark Carson et al, District Court, Boulder County, Colorado. Errors & omissions claim. Consulting expert for the Defendant with regard to liability and the valuation of damages. Suit dismissed by the Court after the delivery of our analysis/report. Contact: Walter J. Hopp, JD, Hopp & Associates, PC, 13264 North 75^th Street, Longmont, Colorado 80503.

Cause No. 98-PC-0533 in regard to the Estate of Mary Jayne Bender Perez filed in the Statutory Probate Court No 1 of Bexar County, Texas. Consulting expert with regard to attempt to partition the property of a 20-year business trust and the application of Code Section 2057 as an applicable estate tax deduction as to the decedent's interest in a family owned business. Contact: James E. Aderhold, JD and Joe Meador, JD, San Antonio, Texas. Settled.

IRS Large Estate Tax Examination - Estate of John Rupert Hunt Thouron (Date of Death: February 06, 2007) and Estate of John J. Thouron (Date of Death: January 18, 2006). Employed as an consulting expert witness with our active participation in fact finding and negotiations leading to a settlement of these two large cases. Consultations in Philadelphia and Boston. Contact: Vincent T. Donohue, Lamb McErlane PC, 24 E. Market Street, PO Box 565, West Chester, PA 19381-0565 and/or Cecil D. Smith, Cecil Smith & Associates PC, 6800 Poplar Avenue, Suite 200, Memphis TN 38138. Nashville Office: 2900 Vanderbilt, Suite 102, Nashville TN 37212

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2001 Graduate of the Valuation Expert Witness Training Program of the National Business Valuation Association (Washington, D.C.).

Teaching assistance in the Valuation Expert Witness Training Program of the National Association of Certified Valuation Analysts (NACVA), 2007, 2009.

Mediation training, American College of Trust & Estate Counsel (ACTEC).

The following are matters in which Larry Gibbs has served as trial counsel and/or audit counsel. We cannot serve as trial counsel in any matter in which we are probably going to be called a valuation expert.

Estate of Kelley v. Commissioner, 2005-235 (October 12, 2005) - Trial in Dallas, Texas, December 14, 2004. Issues limited to the discounted value of decedent's equity in a family limited partnership formed shortly before decedent's death. Judge Vasquez, presiding. Held: Decedent's interest in a cash-only partnership was entitled to a 32.6% valuation discount. Full trial. Trial Counsel for the Government: Kathryn Patterson, JD.

Estate of Sidney Jack Martindale (Texas) Estate Tax Examination • Complex estate with complex business valuation issues. Family partnership formed in 1971. Taxable gifts over the years were not reported. Involved the valuation of the entity for every year from 1971 to and including 1999. All issues settled during the field examination. Representing the Government: Thomas L. Hicks, Attorney (Estate Tax).

Estate of Alfred E. Brauman (Texas) Estate Tax Examination. Family limited partnership established in 1988 to own and manage Dallas commercial real estate. Government dropped all technical issues after requesting and receiving a Technical Advice (at our recommendation) from the IRS national office. For the Government: John Connell, Attorney, Estate Tax.

Hayden O. and Vera K. Grona (Texas) Gift Tax Audit. Taxable gifts of a family limited partnership interest. Contested as to form, substance, and value. Remand by Appeals Officer to field officer for a proper development of the facts. Settled at second conference with Appeals Office, no change. Rambo examination. For the Government, Laurence Dwyer, JD, Appeals Officer, Southwest Region.

Estate of John Kriss - Estate Tax Audit (Kansas). A family limited partnership was formed and funded days before decedent's death from leukemia. We were able to show Mr. Simonsen evidence that the partnership had been planned many months before decedent's diagnosis of leukemia. Professional examination. Settled on a give and take basis. For the Government: Xavier Simonsen, JD, Attorney, Estate Tax (Kansas).

Estate of Elizabeth M. Humphrey • Gift and Estate Tax Examination, Evidence indicated that Mother wanted to keep her asset base intact for many years and to insure qualified succession of management (Sam and Helen Walton planning objectives). The assets of the partnership were predominately municipal bonds. Portfolio could not hold its principal value over an extended term of years. Motivation was not in contest. Value was the only issue. Fair settlement at the IRS Appeal level. For the government: Linda McKown, JD, Appeals Officer (Dallas).

Estate of E. Boswell Porter • Estate Tax Audit (Central Texas). Rambo audit by Donald Stauss for the Internal Revenue Service. Mixed farm/ranch land (active) and liquid assets. Settled several days before the Tax Court was to consider taxpayer's motion for partial summary judgment. Taxpayer dies within 4 months of the formation of the partnership. Facts indicated that he was a director of a failed area bank and was very concerned with his exposure to liability. Medical opinion indicated that taxpayer's cardiac and renal system were excellent at the time the partnership was formed. He was in fact in good health at that time and his death came as a surprise to all of us. Favorable results. Trial Counsel for the IRS: Gerald Brantley, JD.

Larry and Norma Price v. Commissioner, Gift tax audit (El Paso, Texas). Docket No. 18397-99, United States Tax Court Bonds and cash-only limited partnership. Gifts to children and a trust for a minor child of a second marriage. Form, substance, and value contested. Settled at a 39.5% valuation discount days before the case was to go to trial in the United States Tax Court. Trial Counsel for the IRS: Gerald Brantley, JD.

Robert Earl Washington, Plaintiff v. Texas Prison System, et al, Defendants, Civil Action No. SA-97-CA-758, In the United States District Court, For the Western District of Texas, San Antonio Division. Gibbs was appointed as special counsel by U. S. District Judge Orlando Garcia to try a civil rights case on behalf of Plaintiff Pro Se Washington. Civil rights violations were based on Farmer v. Brennan, 511 U. S. 825, 834, 114 S.Ct. 1970, 1977, 128 L. Ed. 2d 811 (1994). Bench trial. Trial Counsel for the Texas Prison System: Texas Attorney General.

Rabago, Ferne C. v. Commissioner (Docket No. 27311-07, Honolulu, Judge Kruppa) Income Tax Periods Ended 2003:2004:2005 - service pro bono. Settlement of complex income tax issues. Gary Lipetzky - IRS Appeals - Honolulu; Ned Sato - IRS Appeals - Seattle; Jonothan Ono, Trial Counsel for the Government, Honolulu.

Estate of Alma G. MacKenzie v. Commissioner, Docket No. 16899-08. This a San Diego case, strategically docketed in San Antonio that deals large, and very arbitrary adjustments, to the value of assets and Section 2036 issues. Lead Counsel for taxpayer is David Anderson of San Diego, California. Now Settled.

National Business and Professional Journals: Trusts & Estates (professional monthly magazine) Family Business (Spring 1994 issue) Conspectus Current (Editor's column "Visions") Best Review (a publication of A. M. Best Company, February, 1995) The Practical Accountant.

Universities: University of Texas School of Law University of Miami School of Law (Heckerling Institute) Syracuse University Tax Institute South Texas College of Law, Houston, Texas Arizona State University and the Arizona Federal Tax Institute Tax Symposium, Cleveland Marshall College of Law, Cleveland, Ohio

Business Valuation Organizations, Societies: Institute of Business Appraisers San Antonio Chapter of the American Society of Appraisers American Institute of Certified Public Accountants with regard to valuation matters.

Regional Councils: Philadelphia Estate Planning Council Wichita Estate Planning Council Indiana Continuing Legal Education Forum Yellowstone Valley Estate Planning Council (Billings, Montana) Southern Nevada Estate Planning Council Louisville Estate Planning Council Western Michigan Estate Planning Council (Grand Rapids, Michigan) Kerrville Bar Association Victoria Business & Estate Council Corpus Christi Estate Planning Council Mobile Estate Planning Council (Mobile, Alabama) Chattanooga Tax Practitioners (Chattanooga, Tennessee) Tax & Estate Planning Council of Shreveport, Louisiana. Central Texas Estate Planning Counsel (Austin)

Bar Associations and Affiliated Organizations: American Bar Association Texas Bar Association South Dakota State Bar Association Dallas Bar Association Probate, Trusts & Estates Section Houston Bar Association, Probate, Trusts and Estates Section.

CPA Organizations & Societies: American Society of Certified Public Accountants Washington Society of Certified Public Accountants Texas Society of Certified Public Accountants Continental Association of Certified Public Accountants.

Financial Planning & Life Insurance Organizations: Million Dollar Roundtable General American Life Insurance Company (St. Louis) American General Life Insurance Company (Houston) The Mutual Group Northwestern Mutual Life CLU Association Post Graduate Forum Twenty Five Million Dollar International Forum (1995 Annual Meeting) American Society of CLU and ChFC The Partners Group International Association of Financial Planners Greater Milwaukee Chapter Symposium International Association of Financial Planners (Dallas, Washington, D.C.)

Other: Texas College of Probate Judges Southern California Tax & Estate Planning Forum Dallas/Ft. Worth Society of the Institute of Certified Financial Planners American College of Trust & Estate Counsel Southwestern Legal Foundation, Dallas, Texas National Network of Estate Planning Attorneys WealthCounsel's National Study Group The E-Planners Educational Alliance The National Association of Family Wealth Counselors (Franklin, Indiana).

Books: Gibbs is Co-Editor with attorney David Cahoone of Sarasota, Florida of Strictly Business -Strategies For Privately Owned Businesses Quantum Press, 1^st ed. 2002 Amazon Customer Rating: To January 1, 2005, author of the three-volume estate planning transaction and forms guide published by Knowles Publishing Company The Estate Planning Series. The three-volume set includes guidelines for basic estate planning, intermediate planning, and advanced planning, including charitable remainder trusts, private foundations, preferred stock organizations and reorganizations, business cluster formations, estate planning installment sales and sales in exchange for a private annuity, sales in exchange for a self-cancelling installment note, the sale of a qualified Code Section 2702 remainder interests, and other strategies for the large to very large estate.

Selected Publications and Lectures
Valuation

Gibbs, Do You Speak Tax Mr. Appraiser? Evaluating the Appraiser and the Appraisal Report After 1990 University of Miami Philip E. Heckerling Institute on Estate Planning (University of Miami, January, 1993)

Geneva, Kugler, Gibbs & Oliver, Contemporary Valuation Issues Family Owned and Controlled Corporations, Partnerships Tax Symposium, Cleveland Marshall College of Law, Cleveland, Ohio (October 19, 1995), with Paul F. Kugler, Assistant Chief Counsel, Passthroughs & Special Industries, Internal Revenue Service, Washington, D.C., Professor Louis B. Geneva, Cleveland Marshall College of Law, Robert P. Oliver, ASA, Management Planning, Inc., Princeton, New Jersey

Bourland, Eastland, Gibbs, and Kroney, Business Valuation Workshop: Issues in Valuing Transfers of Controlling and Non-Controlling Interests In a Family Owned Corporation or Partnership 16th Annual Advanced Estate Planning and Probate Course, State Bar of Texas Professional Development Program (Houston, Texas, June 10-12, 1992). Co-authors, panelists: Michael V. Bourland, J.D., Bourland, Smith, Wall & Wenzel, P.C., Ft. Worth, Texas; S. Stacy Eastland, J.D., Baker & Botts, Houston, Texas; Robert H. Kroney, J.D., Kroney Silverman Mincey, Inc., Dallas, Texas

Gibbs, Emphasis on the Income Approach in the Valuation of Family Controlled Business and Investment Organizations AICPA 1995 Annual Advanced Estate Planning Conference, Washington, D.C. (July, 1995) Concurrent Session, Gibbs, Defending the Valuation Report in the United States Tax Court

Gibbs, Practical Procedures For Supporting a Business Valuation For Estate Planning Purposes American Institute of Certified Public Accountants, 1997 AICPA Advanced Estate Planning Conference, Phoenix, Arizona (July 30-August 1, 1997)

Gibbs, A Look at Business Valuations From the Perspective of the United States Tax Court 1998 Annual Meeting of Institute of Business Appraisers (January, 1998)

Gibbs, Business Valuation Workshop Continental Association of Certified Public Accountants, 1996 Annual Meeting, San Francisco, California (October 25-26, 1996)

Gibbs, Common Sense Support of the Value of Estate Planning Transfers of Ownership Interests in Family Owned and Controlled Partnerships, Limited Liability Companies and Corporations Philadelphia Estate Planning Council, Philadelphia, Pennsylvania (September 17, 1996)

Selected Published Materials & Lectures

Planning & Compliance

Gibbs, Eastland, Lan, Current Issues: Audit and Litigation Issues Pertaining to the Formation of Family Owned & Controlled Partnerships and Limited Liability Companies 24^th Annual Advanced Estate Planning and Probate Course, State Bar of Texas (Ft. Worth Texas, June 2000) S. Stacey Eastland, JD, Donald P. Lan, JD, and Larry Gibbs (Moderator)

Gibbs, Estate Planning Lessons From Sam and Helen Walton Trusts & Estates (A Publication of Argus Business, August, 1995)

Gibbs, Strategic Estate and Succession Planning for Closely Held Business Owners in the 90's Greater Milwaukee Chapter Symposium, International Association of Financial Planners (May 27, 1993)

Gibbs, A Family Limited Partnership as the Centerpiece of an Estate Plan Trusts & Estates (Part One: September, 1992 pp. 45-50; Part Two: October, 1992, pp. 52-57)

Kasner, Oshins & Gibbs, The Family Limited Partnership Formation Strategies & Valuation Issues Southern California Tax & Estate Planning Forum (Los Angeles San Francisco, June, 1994) Co-panelists: Professor Jerry A. Kasner, Santa Clara School of Law, Richard A. Oshins, J.D., Oshins & Gibbons, Las Vegas, Nevada

Gibbs, Estate Planning with the Family Limited Partnership and the Limited Liability Company 1994 Syracuse University Tax Institute, Syracuse, New York (September, 1994)

Gibbs, Strategic Planning For The Owners of Closely Held Companies NCA Annual Meeting (Bermuda, November, 1999)

Fiori, Mittelman & Gibbs, The Family Limited Partnership Current Issues, 1994 Keeping Current Clinic, American Society of CLU and ChFC (Seattle, Washington, October, 1994) Co-Panelists: Owen G. Fiore, JD, CPA, San Jose, California; Alan J. Mittelman, J.D., CLU, Jenkintown, Pennsylvania; and Jack B. Turner, CLU, ChFC, Clarksville, Tennessee.

Texas Corporation or Limited Liability Company

Formation [for your convenience or for privacy, we can serve as the organizer]

Base service fee ................. $1,500

Includes articles of organization, operating agreement and designation of manager, management contract. Does not include consultations, planning, or compliance work in excess of two hours.

Texas Secretary of State's Registration Fee .... $200-$750 .. Varies with the form of organization.

Optional, Our Service as Registered Agent ................ $200 initial, $200 annual

Optional Service as Proxy Shareholder [Written Agreement] ............. Varies

Optional Texas Business Address [with mail forwarding] ... Negotiable

Merger, Income Tax Exempt Reorganization from another Jurisdiction to the new Texas Organization

Optional Formation of a Corporation or Limited Liability Company in Wyoming or Delaware.

We can handle the formation and documentation from our location. We cannot serve as registered agent. State filing fees and the service fees of a Registered Agent will vary.

Optional Formation of a Corporation or Limited Liability Company in an Offshore Jurisdiction.

We no longer provide this service or planning related to offshore planning to any citizen or resident of the United States.

Formation of a Texas Limited Partnership.

This is usually a two-part formation of the limited partnership and of the entiy (Trust, Corporation, Limited Liability Company) that is to service as General Partner.

Base service fee ................. $2,500

Includes articles of organization, operating agreement and designation of manager, management contract. Does not include consultations, planning, or compliance work in excess of two hours.

Texas Secretary of State's Registration Fee .... $750 .. Varies with the form of organization.

Optional, Our Service as Registered Agent ................ $200 initial, $200 annual

Formation a Texas Situs Qualified Private Charitable Organization [Trust, Corporation, or Limited Liability Company] with State and Federal Non-Profit Qualification

Our minimum service fee ...................... $10,000

Our objective is to provide you with superior, responsive, service in both business valuation work and with regard to compliance and contested matters. Your obligation to us is to speak with candor about your objectives, to provide us with a complete and unedited statement of the facts, and to provide us with all the historical and financial information we need. We do not play games, not with you, not with the government, not with your shareholders. When we speak, we will always speak the truth no matter how blunt the statement. In business valuation and compliance work, we must be objective. We must be independent. We must be honest, disclosing all the facts and all the relevant law. We will never be less than truthful to you. We will never be less than truthful to the government or to your shareholders and/or clients. Please understand when we appear to blunt, rigid, or demanding.

Gibbs: With regard to contested matters (Internal Revenue Service examinations, Tax Court litigation, shareholder claims, business and peer-to-peer accusations), I am governed by the following rules: Those in a contest who are equally qualified, who are objective and open-minded, who consider all the relevant facts, and who know, comprehend, and will apply all the applicable law, should come close to the same conclusion. Contests are bourne from ignorance, advocacy, and, sometimes, greed. There are those who care not about the truth, honest and wise outcomes, and a consideration of all applicable law, all relevant facts, and all applicable procedures. These folk are advocates. These advocates exist within the Internal Revenue Service and within the legal profession. Everyone wants a bull-dog as their representative in a contested matter. In our service as an expert witness or consulting witness, in our service in any contest or litigated proceeding, and/or in our service as a mediator/referee, we refuse to be an advocate. We will only advocate, and insist upon, a full disclosure of all relevant facts, the disclosure and consideration of all relevant law, and a utilization of all procedures required to produce a wise outcome, a wise recommendation, a wise selection of procedures to be used in a dispute resolution. In all cases, we insist on a full disclosure of all facts and objectivity. You need to know that I can barely tolerate dishonesty, rigidity, self-righteousness and gamesmanship.

All work that constitutes the practice of law will be provided by Gibbs or by a licensed and qualified attorney associated with or by Gibbs. It is important that we avoid any potential conflict of interest and to avoid any appearance of a conflict of interest.

In terms of formality, complexity, friendship, humor and loyalty, this photograph should express best who we are.