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of December 4, 1990. Petitioners contend that they are not
liable for any interest accruing after the date of the transfer
of assets (i.e., December 4, 1990). We disagree. There is no
authority for petitioners’ position. On December 4, 1990, Butler
and McGraw received BFI stock worth $3,095,072 and $1,547,525,
respectively. These amounts were obviously in excess of Metro’s
tax liability on that date (i.e., est. $1,100,000). “In cases
where the transferred assets exceed the total liability of the
transferor, the interest being charged is upon the deficiency,
and is therefore a right created by the Internal Revenue Code.”
Estate of Stein v. Commissioner, 37 T.C. 945, 961 (1962); Lowy v.
Commissioner, 35 T.C. 393, 397 (1960). Accordingly, petitioners’
liability with respect to interest on Metro’s tax liability is
determined pursuant to Federal law (i.e., section 6601).
Petitioners contend, without citing any authority, that the
BFI stock they received should be valued at a 40-percent discount
because the tax-free characterization of Metro’s merger with BFIM
would have been destroyed had they sold their stock on December
4, 1990. This contention is unpersuasive. A willing buyer would
not be concerned whether the seller recognizes gain as a result
of the exchange. See Stanko v. Commissioner, 209 F.3d 1082, 1086
(8th Cir. 2000) (holding that the proper approach to valuation is
to determine what a willing buyer would have paid for the
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