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anticipatory assignment of income analysis. Instead, the
ability, or lack thereof, of the transferee to vitiate the
intention of the transferor and of other shareholders who voted
to liquidate the corporation was crucial to determining whether
there existed a fixed right to income at the time of the
transfer.
First, the existence of withdrawal rights with respect to
petitioners was contrary to their express intention to tender all
of their shares of AHC stock that was not exchanged for stock in
CDI and, in the case of Roger and Sybil Ferguson, to participate
in the affairs of AHC and CDI after consummation of the merger.
The Charities' ability to vitiate petitioners' intention to
maintain the course of events that would result in the planned
merger was not enhanced by the remote and hypothetical
possibility that petitioners could exercise their withdrawal
rights against their interests. Second, petitioners had not
tendered their shares by the close of business on August 31,
1988. Notwithstanding petitioners' direct control, collectively,
of over 16.9 percent of AHC stock, the existence of withdrawal
rights with respect to petitioners was relevant only after they
tendered their shares on September 9, 1988, when over 95 percent
of the outstanding shares of AHC stock had been tendered or
guaranteed. At that time, petitioners' ability to withdraw their
shares would not have changed the fact that more than 50 percent
of the outstanding shares of AHC stock had been tendered or
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