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stock of SOAI to be the interest to be valued. Neither party
questions the fact that a 52-percent interest, which the 424
shares represented, is a controlling interest under Ohio law.
Both parties recognize that where a gift of property is
made, the gift tax is based on the fair market value of the
property given, which is the price at which the property would
change hands between a willing buyer and a willing seller, both
having reasonable knowledge of relevant facts. United States v.
Cartwright, 411 U.S. 546, 551 (1973).
Where, as here, the property given is stock in a closely
held corporation which is not listed on any exchange and of which
there have been no sales, it is difficult to determine fair
market value. Very often fair market value can be determined by
reference to sales of stock of publicly held comparable
corporations. However, no witness in this case, including each
of petitioner's expert witnesses and each of respondent's expert
witnesses, knew of any sale of stock of any outdoor advertising
company. The experts offered by each party stated that
generally where there was a sale of an outdoor advertising
company, the sale would be of the assets, since the value of the
company was primarily in its leases and billboards on those
leases. The experts offered by each of the parties stated that
there might have been some sale of stock of an outdoor
advertising company, but they knew of none. However, they were
aware of a number of sales of the assets of outdoor advertising
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