Carol M. Read, et al. - Page 31




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          to apply in the instant cases in order to determine whether Ms.             
          Read’s transfer of her MMP stock to MMP was a transfer of prop-             
          erty by the transferring spouse (Ms. Read) to a third party (MMP)           
          on behalf of the nontransferring spouse (Mr. Read) within the               
          meaning of Q&A-9.19  We further hold that the primary-and-                  
          unconditional-obligation standard is not an appropriate standard            
          to apply in any case involving a corporate redemption in a                  
          divorce setting in order to determine whether the transfer of               
          property by the transferring spouse to a third party is on behalf           
          of the nontransferring spouse within the meaning of Q&A-9.20                

               19Consequently, we need not resolve the parties’ dispute               
          over whether the primary-and-unconditional-obligation standard is           
          satisfied as to Mr. Read.                                                   
               20Our holdings that the primary-and-unconditional-obligation           
          standard is not an appropriate standard to apply under Q&A-9 in             
          the instant cases, or in any case involving a corporate redemp-             
          tion in a divorce setting, do not disturb constructive-dividend             
          decisional law.  That law applies the primary-and-unconditional-            
          obligation standard in order to determine in the case of a                  
          corporate redemption the tax consequences to a stockholder whose            
          stock is not being redeemed and who is analogous to the nontrans-           
          ferring spouse under Q&A-9 and sec. 1041 in the case of a corpo-            
          rate redemption in a divorce setting.  Constructive-dividend                
          decisional law does not apply the primary-and-unconditional-                
          obligation standard to determine the tax consequences to the                
          stockholder whose stock is being redeemed and who is analogous to           
          the transferring spouse under Q&A-9 and sec. 1041 in the case of            
          a corporate redemption in a divorce setting.  In contrast, sec.             
          1041 prescribes the tax consequences to the transferring spouse             
          of a transfer of property by that spouse to the nontransferring             
          spouse.  Q&A-9 addresses a transfer of property by the transfer-            
          ring spouse to a third party on behalf of the nontransferring               
          spouse.  In the case of such a transfer, Q&A-9 and sec. 1041                
          provide nonrecognition treatment to the transferring spouse whose           
          stock is being redeemed (provided that the other requirements of            
                                                             (continued...)           





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