Estate of H.A. True, Jr. - Page 307




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          his bounty for less than an adequate and full consideration in              
          money or money’s worth.”  Id.  The factors mentioned are:  The              
          relationship of the parties, the relative number of shares held             
          by the decedent, and other material facts.  See id.                         
          3.  Case Law Following Issuance of Regulations and                          
          Revenue Ruling 59-60                                                        
              Cases decided after the issuance of section 20.2031-2(h),               
          Estate Tax Regs., and Revenue Ruling 59-60, supra, reflect new              
          expressions of the Wilson-Lomb test.  Specifically, the formula             
          price under a buy-sell agreement was considered binding for                 
          Federal estate tax purposes if: (1) The offering price was fixed            
          and determinable under the agreement; (2) the agreement was                 
          binding on the parties both during life and after death, (3) the            
          agreement was entered into for bona fide business reasons,29 and            
          (4) the agreement was not a substitute for a testamentary                   
          disposition30 (generally, the Lauder II test).  See Lauder II               



               29We refer to this requirement as the business purpose prong           
          of the Lauder II test.  See Estate of Lauder v. Commissioner,               
          T.C. Memo. 1992-736 (Lauder II).  This is equivalent to the                 
          requirement of sec. 20.2031-2(h), Estate Tax Regs., that the                
          agreement represent a bona fide business arrangement.  See Lauder           
          II (using the terminology of this Court and the regulation                  
          interchangeably); sec. 20.2031-2(h), Estate Tax Regs.                       
               30We refer to this requirement as the nontestamentary                  
          disposition prong of the Lauder II test.  This is equivalent to             
          the requirement of sec. 20.2031-2(h), Estate Tax Regs., that the            
          agreement not be a device to pass the decedent’s shares to the              
          natural objects of his bounty for less than an adequate and full            
          consideration in money or money’s worth.  See Lauder II (using              
          the terminology of this Court and the regulation                            
          interchangeably); sec. 20.2031-2(h), Estate Tax Regs.                       




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