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approving the merger agreement and that the gifts occurred
subsequent thereto.
Resolution of the competing positions advanced by the
parties requires an analysis of the circumstances surrounding the
merger agreement, the tender offer, and the gifts to the
Charities. Based on the facts of this case, we believe that the
stock of AHC was converted from an interest in a viable
corporation to the right to receive cash prior to the date of the
gifts to the Charities, and, therefore, petitioners are taxable
on the gain in the donated stock.
II. Analysis
A. Date of the Gifts
Section 170(a) allows a deduction for any charitable
contribution payment of which is made within the taxable year.
The term “charitable contribution” is defined in section 170(c)
as a contribution or gift to or for the use of various enumerated
entities and, therefore, is synonymous with the term “gift”. See
DeJong v. Commissioner, 36 T.C. 896, 899 (1961), affd. 309 F.2d
373 (9th Cir. 1962). Thus, the donation of AHC stock to the
Charities must satisfy the requirements of a valid inter vivos
gift in order to qualify as a charitable contribution under
section 170(a). See, e.g., Guest v. Commissioner, 77 T.C. 9, 15-
16 (1981). The existence of the gifts to the Charities, however,
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