Estate of Mary D. Maggos - Page 14

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               Petitioner argues in the alternative:  Decedent did not own            
          the 567 shares that were redeemed in 1987 (ownership argument);             
          the redemption transaction was not a completed gift in 1987                 
          because a breach of fiduciary duty owed to decedent occurred or             
          decedent was defrauded and either or both events would entitle              
          decedent to rescind the transaction (incomplete gift argument);             
          and, finally, the redemption price was either full and adequate             
          consideration for decedent’s interest in the 567 shares or                  
          alternatively was a bad business bargain.                                   
               Respondent argues that petitioner should be precluded from             
          raising or relying on the argument that decedent was not the full           
          beneficial owner of the redeemed stock.                                     
               Petitioner’s counsel on brief now asserts:                             
               Respondent’s argument rests on the erroneous belief                    
               that the 567 PCAB shares redeemed in 1987 were owned by                
               Mary Maggos.  They were not.  Mary Maggos neither owned                
               these 567 PCAB shares nor had power to exercise control                
               over the stock consistent with ownership.  Rather, the                 

               corporation. If B himself is a stockholder, the                        
               transfer is a gift to him from the other stockholders                  
               but only to the extent it exceeds B’s own interest in                  
               such amount as a shareholder. A transfer of property by                
               B to a corporation generally represents gifts by B to                  
               the other individual shareholders of the corporation to                
               the extent of their proportionate interests in the                     
               corporation. However, there may be an exception to this                
               rule, such as a transfer made by an individual to a                    
               charitable, public, political or similar organization                  
               which may constitute a gift to the organization as a                   
               single entity, depending upon the facts and                            
               circumstances in the particular case.  [Emphasis                       

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