Estate of Beatrice Ellen Jones Dunn - Page 27




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               Respondent also challenges Mr. Frazier’s reduction in net              
          asset value for potential tax liability on built-in capital                 
          gains.  Mr. Frazier reduced his asset-based value by 34 percent             
          of the built-in capital gain, again on the assumption that he was           
          calculating a liquidation value.  Respondent argues that no                 
          reduction is proper because liquidation was not imminent.  In               
          Estate of Davis v. Commissioner, 110 T.C. 530, 550 (1998), we               
          applied a reduction for inherent gain “even though no liquidation           
          * * * was planned or contemplated on the valuation date”.                   
          However, there are significant distinctions between that case and           
          the instant case.  In Estate of Davis, the company in question              
          was essentially a holding company, and the primary asset it held            
          was a block of publicly traded stock with substantial built-in              
          capital gain.11  Because the hypothetical buyer of the shares in            
          issue in that case could buy the same publicly traded stock on              
          the open market without the exposure to capital gains tax, we               
          found that “there was even less of a ready market” in the shares            
          in issue “than there would have been * * * without such tax.”               
          Id. at 553.  Thus, we included, within the discount for lack of             
          marketability, a reduction with respect to the inherent capital             
          gains of approximately 15 percent.  See id. at 554.                         

               11 The fair market value of the stock was $70,043,204, while           
          the company’s basis in that stock was $338,283.  See Estate of              
          Davis v. Commissioner, 110 T.C. 530, 533 (1998).  The company               
          owned other assets worth $11,929,763 and had liabilities of                 
          $1,832,698.  See id.                                                        





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