Estate of H.A. True, Jr. - Page 313




                                       - 76 -                                         
               In Estate of Reynolds v. Commissioner, 55 T.C. at 194, we              
          considered whether the ultimate disparity between unrestricted              
          market price per share and the formula price could have been                
          predicted by the parties at the time they executed a voting trust           
          agreement.  In that case, we found that the restrictive                     
          provisions of the voting trust agreement were not determinative             
          of estate or gift tax value and were at most a factor to be                 
          considered in valuing the voting trust certificates.33  See id.             
          at 191.  The decedents’ family entered into the voting trust                
          agreement to maintain the family’s controlling interest in the              
          Kansas City Life Insurance Co., a publicly traded company.  See             
          id. at 174-175.  At the voting trust agreement date in 1946, the            
          unrestricted, over-the-counter market price of the underlying               
          stock was 2-1/2 times the voting trust formula price (25 times              
          the average annual cash dividend paid on a share of common stock            
          of the company over the preceding 3-year period).  See id.  at              


               32(...continued)                                                       
          However, while engaged in the rental real estate business, the              
          company’s stock value under the formula went down to $0 per share           
          from 1971 to 1975.  See St. Louis County Bank v. United States,             
          674 F.2d 1207, 1209 (8th Cir. 1982).                                        
               33The restrictive provisions were held not to fix estate and           
          gift tax values because (1) the voting trust certificates could             
          have been freely given or bequeathed without triggering the                 
          restrictive provisions and (2) this Court considered inapplicable           
          the approach of the Court of Appeals for the Second Circuit in              
          the Wilson-Lomb line of cases because of the lack of regard for             
          the “retention value” of the voting trust certificates.  See                
          Estate of Reynolds v. Commissioner, 55 T.C. 172, 188-192 (1970);            
          see infra p. 148 regarding gift tax valuation implications of               
          retention value.                                                            




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