Framatome Connectors USA, Inc. - Page 51




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          profits.  We disagree.  Burndy-US, Furukawa, and Sumitomo                   
          negotiated the amount of the royalties, commissions, and profit             
          distributions at arm’s length.  Generally, no disproportionate              
          benefit results from an arm’s-length negotiation.  United States            
          v. Davis, 370 U.S. 65, 72 (1962) (the value of two properties               
          exchanged in an arm’s-length transaction is presumed to be                  
          equal); Elmhurst Cemetery Co. v. Commissioner, 300 U.S. 37, 39              
          (1937) (the value assigned to property by a buyer and seller                
          dealing at arm’s length is persuasive evidence of its fair market           
          value); S. Natural Gas Co. v. United States, 188 Ct. Cl. 302, 412           
          F.2d 1222, 1252 (1969) (the price of property sold in an arm’s-             
          length transaction is presumed to be its fair market value).                
               Petitioners point out that in United States v. Parker, 376             
          F.2d 402 (5th Cir. 1967), the U.S. Court of Appeals for the Fifth           
          Circuit held that a taxpayer who owned 80 percent of the                    
          outstanding stock of a corporation owned more than 80 percent of            
          the value of the stock of that corporation.  Here, the veto                 
          provisions, supermajority requirements, and rules for electing              
          directors increased the value of the Burndy-Japan stock held by             
          Furukawa and Sumitomo relative to the value of the stock held by            
          Burndy-US and decreased the value of the Burndy-Japan stock held            
          by Burndy-US relative to the value of the stock held by Furukawa            
          and Sumitomo.  See Alumax, Inc. v. Commissioner, 165 F.3d at 825.           








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