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connection with the recapitalization. Petitioner also
argues that the voting rights attributable to the
decedent's 402.5 shares of common stock were of no value to
HBC and there was nothing of value that his sons, as
shareholders of HBC, received from HBC as a result of the
recapitalization.
Notwithstanding its position that no gifts were made,
petitioner's principal position is that any gifts made by
the decedent must be valued under section 2512(a), not
section 2512(b). Petitioner argues that, at most, the
decedent made two simultaneous but separate gifts, one to
each of his sons, consisting of "a naked 25 percent of
the voting power of HBC with no equity in HBC being
transferred." Petitioner further argues that, under
section 2512(a), the aggregate value of the gifts is
$24,150; that is, $60 multiplied by the 402.5 shares of
stock that the decedent exchanged in the recapitalization.
This value is based on the stipulation of the parties that
"The per share fair market value of voting rights in the
Company, prior to the exchange on May 25, 1990, as part of
a 25 percent voting interest with no equity attached to
such interest was $60.00."
In the alternative, petitioner argues that if the
gifts made through the decedent's participation in the
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