- 165 -                                       
               Petitioners, in a footnote on brief, also presented the                
          following case analysis:                                                    
                    Sammons v. Commissioner, 838 F.2d 330, 337 (9th                   
               Cir. 1988), [affg. in part and] rev’g [in part] T.C.                   
               Memo. 1986-318 (no negligence when taxpayer relies on                  
               an appraisal that is at least “reasonably debatable”);                 
               McMurray v. Commissioner, 985 F.2d 36, 42-43 (1st Cir.                 
               1993), [affg. in part,] rev’g [and remanding] T.C.                     
               Memo. 1992-27 (absent evidence of bad faith, expert                    
               valuation precludes negligence penalty, even if opinion                
               given no weight in determining value).  Further, courts                
               are reluctant to find negligence where the transactions                
               are complex and no clear authority exists.  Kantor v.                  
               Commissioner, 998 F.2d 1514, 1522 (9th Cir. 1993),                     
               [affg. in part and] rev’g [in part] T.C. Memo. 1990-380                
               (negligence not found, no authority squarely addressing                
               questions in issue); Foster v. Commissioner, 756 F.2d                  
               1430, 1439 (9th Cir. 1985), [affg. in part and vacating                
               in part] * * * 80 T.C. 34 [1983] (negligence not found;                
               no clear authority; complex section 482 issues                         
               involved).                                                             
          We did not find a factual fit with the cited cases or a reason to           
          apply the same rationale under the factual findings we have made            
          in these cases.                                                             
               Additionally, respondent asks us to take cognizance of the             
          familiarity of Bain to petitioners and their worldwide network.             
          Respondent’s argument implies that familiarity allowed                      
          petitioners and/or their representatives to cause a valuation               
          that fit within their structuring of the transaction.  Respondent           
          contends that the Bain comfort letter had been manipulated by               
          DHL’s attorney/representatives to support a predetermined value.            
          We have found that the parties did not respect the values of                
          individual assets and, instead, worked together to reach an                 
          agreement within the context of a fixed offer price from the                
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