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gross estate, and thus the Commissioner erred in assuming that
the stock had a lower value for purposes of the charitable
deduction than for purposes of the gross estate.” As explained
in greater detail below, it is respondent’s position that
decedent’s holdings in SSE must be valued for purposes of the
gross estate as a unitary, unrestricted two-thirds interest in
the company. At the same time, because respondent construes the
Redemption Agreement as providing for redemption of only voting
stock, respondent views the interest bequeathed to the Foundation
as consisting of the nonvoting shares and a right to payment for
the voting shares following a transitory holding period.
Respondent concludes that this bifurcated interest, as restricted
by the Redemption Agreement, had a lesser fair market value than
the unitary, unrestricted holding.
Petitioners, on the other hand, allege that even if the
Redemption Agreement is interpreted to cover only the voting
stock, such is irrelevant and does not diminish the value of the
charitable gift. Petitioners reason that because the Foundation
received from decedent sufficient voting shares to control SSE,
the Foundation could exercise such control to recapitalize the
corporation and thereby remove any distinction between the
classes of stock. Since the Redemption Agreement required SSE to
redeem voting stock that is a product of any reorganization at
its value as determined for Federal estate tax purposes,
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