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well documented and persuasive. As respondent notes, normally a
control premium would apply to an interest having effective
control of an entity.
Petitioner argues that consideration of the stock interest
in Stranco in valuing the limited partnership interest is
erroneous because the shareholders’ agreement granted the
corporation and the other shareholders the right to purchase a
selling shareholder’s stock. While the shareholders’ agreement
may be a factor to be considered in determining fair market
value, it does not persuade us that a hypothetical seller would
not market the interest in the limited partnership and the
interest in the corporation as a unit or that a transaction would
actually take place in which only the partnership interest or the
stock interest was transferred. Under the circumstances, the
shareholders’ agreement is merely a factor to be taken into
account but not to be given conclusive weight. Cf. Estate of
Hall v. Commissioner, 92 T.C. 312, 335 (1989); Estate of Lauder
v. Commissioner, T.C. Memo. 1994-527.
In view of our rejection of respondent’s belated attempt to
raise section 2036 and respondent’s request that we disregard the
partnership agreement altogether, we are constrained to accept
the evidence concerning discounts applicable to decedent’s
interest in the partnership and in Stranco as of the date of
death. We believe that the result of respondent’s expert’s
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