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The gift tax is not imposed upon the receipt of the
property by the donee, nor is it necessarily determined
by the measure of enrichment resulting to the donee
from the transfer, nor is it conditioned upon ability
to identify the donee at the time of the transfer.* * *
Therefore, in valuing the stock petitioners transferred, we do
not focus on what Sealodge actually received.
However, there is authority for us to take into
consideration that petitioners transferred their 45-percent
interest in Sealodge as part of a prearranged plan to transfer a
100-percent controlling interest in the company. In N. Trust Co.
v. Commissioner, 87 T.C. 349 (1986), four shareholders agreed to
transfer each of their 25-percent noncontrolling interests in
their closely held corporation to certain long-term trusts. The
taxpayers contended that the minority discount should be 90
percent. However, the Court allowed only a 25-percent discount.
The Court determined that the taxpayers, by following a
prearranged agreement to transfer the shares simultaneously,
“marched in lockstep” and that “So marching, their position was
no different than that of a single majority shareholder.” Id. at
388.
Here, we have a similar situation where petitioners and the
two other shareholders of Sealodge had a prearranged plan to
transfer their minority shares simultaneously. Therefore, we
find that N. Trust Co. is instructive. Given this determination,
we believe respondent’s proposed figure of 22 percent is too
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