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tax purposes. See supra pp. 152-155. We concur with the
reasoning of Lauder III, which found that all aspects of the buy-
sell agreement, and particularly those tending to depress value,
were tainted by the same testamentary objectives that made the
formula price irrelevant for transfer tax purposes.
The Lauder III shareholders’ agreement was a stand-alone
document separate from the corporation’s governing instruments
(i.e., articles of incorporation, bylaws), much like the
Stockholders’ Restrictive Agreements of the True corporations.
Accordingly, we disregard the Belle Fourche, Black Hills
Trucking, and White Stallion buy-sell agreements entirely in
determining fair market value of the subject interests in those
companies. By contrast, the True partnerships incorporated buy-
sell restrictions among the governing provisions of the
partnership agreements. As a result, we disregard only the buy-
sell provisions67 of the True Oil, Eighty-Eight Oil, and True
Ranches partnership agreements in determining fair market value
of the subject interests in those companies. We consider the
buy-sell agreements only to recognize that their existence
demonstrates the True family’s commitment to maintain family
control over the True companies.
67The buy-sell provisions in the True Oil, Eighty-Eight Oil,
and True Ranches partnership agreements are titled: Par. 17.
“Restriction on Partnership Interest”; Par. 18. “Sales Events”;
Par. 19. “Buy and Sell Agreement”; Par. 20. “Price”; Par. 21.
“Effective Date”, and Par. 25. “Binding on Heirs”.
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