Estate of Frederick Carl Gloeckner, Deceased, Joseph A. Simone, and Douglas Dillon, Co-Executors - Page 15

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          redemption agreement.  See In re Estate of Spaziani, 480 N.Y.S.2d           
          854, 856 (Sur. Ct. 1984) (New York courts will enforce                      
          restrictions on a shareholder’s right to dispose of his stock).             
          Respondent has proven no facts showing the invalidity of the 1987           
          redemption agreement.                                                       
               E.  Conclusion                                                         
               We find that the 1987 redemption agreement was a valid and             
          enforceable contract under New York law.                                    
          III.  Section 2703 Is Inapplicable                                          
               With an exception not here relevant, section 2703 provides:            
               (a) General Rule--For purposes of this subtitle, the                   
               value of any property shall be determined without                      
               regard to--                                                            
                         (1) any option, agreement, or other                          
                    right to acquire or use the property at a                         
                    price less than the fair market value of the                      
                    property (without regard to such option,                          
                    agreement, or right), or                                          
                         (2) any restriction on the right to sell                     
                    or use such property.                                             
          Section 2703 applies to any right or restriction created or                 
          “substantially modified” after October 8, 1990.  Omnibus Budget             
          Reconciliation Act of 1990, Pub. L. 101-508, sec.                           
          11602(e)(1)(A)(ii), 104 Stat. 1388, 1388-500.                               
               Because the executors elected alternate valuation, as                  
          provided for in section 2032, we assume that decedent’s shares              
          were valued for estate tax purposes as of January 28, 1991.                 
          Respondent argues that, in valuing decedent’s shares, we should             





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