Michael Ferguson and Valene Ferguson - Page 26

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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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