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affect the value of decedent’s stock because the entire proceeds
were paid to decedent’s estate.
Petitioner contends that the buy-sell provision in the 1988
amendment established the value of decedent’s stock. Sec.
20.2031-2(h), Estate Tax Regs. We disagree. The 1988 amendment
fixed the value of decedent’s stock and his claim to cases or
work in process.
Petitioner points out that in Estate of Huntsman and Estate
of Clarke we treated insurance proceeds payable to the
corporation as a corporate asset. Petitioner's reliance on those
cases is misplaced. In Estate of Huntsman, life insurance
proceeds were paid to two corporations under a stock redemption
agreement. The corporations used 43 percent of the proceeds to
redeem a portion of the stock of both corporations from the sole
shareholder’s estate, used 32 percent for working capital, and
kept 25 percent to finance possible additional stock redemptions
from the deceased shareholder's estate. In valuing the stock, we
considered the fact that the corporations had a strong cash
position because at least one-third of the insurance proceeds
could be used for working capital. Estate of Huntsman v.
Commissioner, supra at 874-875.
Unlike the corporation in Estate of Huntsman, CSB paid all
of the insurance proceeds to decedent’s estate; none of the
proceeds could be used as working capital. We said in Estate of
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