Estate of Mario E. Bosca, Deceased, Marie A. Baker Formerly Marie A. Bosca, Executor - Page 24

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             return other property of less value in the form of                       
             nonvoting common stock.  The difference in values between                
             what the decedent gave up and what he received is deemed a               
             gift pursuant to section 2512(b).  Petitioner's argument                 
             that the decedent made no gift because no change in the                  
             equity of the corporation resulted from the                              
             recapitalization or because the decedent only transferred                
             voting rights which were of no value to the corporation                  
             disregards the broad and comprehensive meaning of the                    
             terms "gift" and "property" as used in section 2512.  The                
             committee reports which accompanied the enactment of a                   
             predecessor of section 2501 state as follows:                            

                       The terms "property," "transfer," "gift,"                      
                  and "indirectly" are used in the broadest and                       
                  most comprehensive sense; the term "property"                       
                  reaching every species of right or interest                         
                  protected by law and having an exchangeable                         
                  value.                                                              
                       The words "transfer * * * by gift" and                         
                  "whether * * * direct or indirect" are designed                     
                  to cover and comprehend all transactions (subject                   
                  to certain express conditions and limitations)                      
                  whereby, and to the extent * * * that, property                     
                  or a property right is donatively passed to or                      
                  conferred upon another, regardless of the means                     
                  or the device employed in its accomplishment.                       
                  For example, (1) a transfer of property by a                        
                  corporation without a consideration, or one less                    
                  than adequate and fully in money or money's                         
                  worth, to B would constitute a gift from the                        
                  stockholders of the corporation to B; (2) a                         
                  transfer by A to a corporation owned by his                         
                  children would constitute a gift to the children                    
                  * * *                                                               




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