Donald J. Janda - Page 5



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          may decide the fair market value of such interests by looking at            
          the particular company’s net worth, prospective earning power,              
          dividend-paying capacity, and other relevant factors.  See Estate           
          of Klauss v. Commissioner, T.C. Memo. 2000-191; sec. 25.2512-               
          2(f)(2), Gift Tax Regs.  Such other relevant factors include the            
          company’s goodwill and management, the company’s position in the            
          industry, the economic outlook in the particular industry, the              
          degree of control in the company represented by the shares                  
          subject to valuation, and the available values of securities in             
          companies engaged in a similar business.  See id.                           
               In the instant cases, as in most cases involving valuation             
          disputes, the parties primarily relied on opinions by experts to            
          establish the value of the transferred blocks of stock.                     
          Petitioners presented the appraisal report of Gary L. Wahlgren              
          (Mr. Wahlgren) to establish the prediscount value of the stock in           
          the Company and the amount of discounts for lack of control                 
          (minority interest) and lack of marketability.  Respondent relies           
          on an appraisal report prepared by Phillip J. Schneider (Mr.                
          Schneider).                                                                 
               The discount for a minority interest accounts for the                  
          inability of a shareholder to control or influence decisions in a           
          closely held corporation.  See Ward v. Commissioner, 87 T.C. 78,            
          106 (1986); Estate of Stevens v. Commissioner, T.C. Memo. 2000-             
          53.  The discount for lack of marketability, on the other hand,             
          is used to compensate for the fact that there is no ready market            






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