Garber Industries Holding Co., Inc. - Page 15

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          note 9) with nary a mention of that objective in the 27 pages               
          devoted to section 382 in the 1986 conference report.                       
                    b.  Respondent’s Interpretation                                   
               Respondent’s interpretation of section 382(l)(3)(A)(i) is              
          perhaps even more troubling than petitioner’s.  First, it has the           
          potential for being just as expansive as petitioner’s                       
          interpretation.13  More importantly, respondent’s interpretation            
          leads to arbitrary distinctions.  As relevant to this case,                 
          respondent would have us believe that the ability of siblings to            
          sell loss corporation shares among themselves without any section           
          382 consequences is wholly dependent on the continued good health           
          of their parents.  We see no rational basis for Congress’s having           
          drawn a distinction in this context between siblings whose                  
          parents happen to be living and those whose parents happen to be            
          deceased; the former are no more related than the latter.                   
               E.  A Third Interpretation                                             
                    1.  Introduction                                                  
               Our own analysis of the legislative evolution of section               
          382(l)(3)(A)(i) leads us to believe that both parties have                  
          erroneously interpreted that provision.  For the reasons                    
          discussed below, we conclude that Congress most likely intended             

               13  Respondent’s interpretation of the statute differs from            
          petitioner’s in that respondent would require that the relevant             
          parent, spouse, child, or grandparent of the individual in                  
          question be living when stock ownership is measured.  See supra             
          note 12.                                                                    





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