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arriving at the price on the valuation date at which each such
block of stock would have changed hands and that therefore a
discount or adjustment attributable to that tax should be applied
in determining the fair market value of each such block.15 On the
record before us, we agree.
We are convinced on the record in this case, and we find,
that, even though no liquidation of ADDI&C or sale of its assets
was planned or contemplated on the valuation date, a hypothetical
willing seller and a hypothetical willing buyer would not have
agreed on that date on a price for each of the blocks of stock in
question that took no account of ADDI&C's built-in capital gains
tax. We are also persuaded on that record, and we find, that such
a willing seller and such a willing buyer of each of the two
blocks of ADDI&C stock at issue would have agreed on a price on
the valuation date at which each such block would have changed
hands that was less than the price that they would have agreed
upon if there had been no ADDI&C's built-in capital gains tax as
of that date. Respondent’s position to the contrary is
inconsistent with the record in this case.16 We have found
15 As discussed herein, there are disagreements as to the amount
of any such discount or adjustment and the point at which such a
discount or adjustment should be taken into account in the
valuation process.
16 Moreover, it is contrary to the record in this case to
assume, as respondent apparently does, (1) that a hypothetical
willing seller and a hypothetical willing buyer would not have
been aware on the valuation date that Winn-Dixie stock, which
constituted over 96 percent of ADDI&C's assets on that date,
(continued...)
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