Estate of Charles K. McClatchy, Deceased, William K. Coblentz and James McClatchy, Personal Representative - Page 14

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          estate was not an Affiliate and pursuant to S.E.C. Rule 144 could           
          freely sell the shares without regard to such restrictions.                 
               The Court of Appeals in United States v. Land, 303 F.2d at             
          172, emphasized the fact that the Federal estate tax is imposed             
          on the transfer of property, and reasoned that from this it                 
          follows that the valuation of the estate should be made at the              
          time of transfer; i.e., the "instant of death".  Since in the               
          instant case the securities law restrictions evaporated at the              
          moment of death, we hold that the shares must be valued free of             
          the restriction, at $15.56 per share.                                       
               As we have previously noted, petitioner makes two additional           
          arguments.  Petitioner emphasizes that the securities law                   
          restrictions were not, through some contrivance, self-imposed by            
          decedent.  Consequently, petitioner says, no potential abuse is             
          involved, and the estate should therefore receive the tax benefit           
          of the limitation on value during decedent's lifetime.  We would            
          simply respond by agreeing that in some instances it becomes                
          necessary to look through form to substance where a decedent was            
          in a position during his/her lifetime to manipulate the future              
          value of an asset at death.  We believe, however, that in the               
          absence of atypical circumstances, not present here, the "instant           
          of death" rule enunciated in United States v. Land, supra, and as           
          we have applied it, is an objective test where the question of              
          intent--inherent in contrived value situations--is not relevant.            





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