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less than adequate and full consideration, the amount by which
the value (as defined above) of property exchanged exceeds the
value of consideration received is deemed to be a gift. See sec.
2512(b); Commissioner v. Wemyss, 324 U.S. 303, 306-307 (1945)
(“The section taxing as gifts transfers that are not made for
‘adequate and full (money) consideration’ aims to reach those
transfers which are withdrawn from the donor’s estate.”); sec.
25.2512-8, Gift Tax Regs. However, a sale, exchange, or other
transfer of property made in the ordinary course of business,
meaning a transaction that is bona fide, at arm’s length, and
free from any donative intent, will be considered as made for
adequate and full consideration. See Commissioner v. Wemyss, 324
U.S. at 306-307; sec. 25.2512-8, Gift Tax Regs. As previously
stated in the estate tax context, transactions within a family
group are subject to special scrutiny, such that there is a
presumption that intrafamily transfers are gifts. See Harwood v.
Commissioner, 82 T.C. 239, 259 (1984)(citing Estate of Reynolds
v. Commissioner, 55 T.C. at 201), affd. without published opinion
786 F.2d 1174 (9th Cir. 1986).
B. Buy-Sell Agreements Do Not Determine Value for Gift Tax
Purposes
It is well settled that restrictive agreements, such as the
buy-sell agreements at issue in the cases at hand, generally do
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