John C. and Tate M. Todd - Page 16




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                    The evidence adduced at trial reveals that Bancorp                
               stock was traded by a single broker; stock quotations                  
               could be obtained only from that broker; during a ten-                 
               year period, the broker advertised the Bancorp stock                   
               only six or eight times, in a newspaper of local                       
               circulation; and only the issuer of the stock                          
               maintained records of sales transactions.  In view of                  
               these facts, treating the Bancorp stock as qualified                   
               appreciated stock would not be consistent with the                     
               expressed intention of Congress to limit the exception                 
               for qualified appreciated stock to “certain situations                 
               in which the potential for abuse, including                            
               overvaluation, is minimized.”  * * *                                   
               Respondent points out that petitioners concede that the                
          shares were not part of an issue of securities that satisfied any           
          of the circumstances described in section 1.170A-13(c)(7)(xi)(A),           
          Income Tax Regs.                                                            
               C.  Discussion                                                         
                    1.  Tax Reform Act of 1984                                        
               We begin with an examination of two sections of the Tax                
          Reform Act of 1984 (Tax Reform Act of 1984 or TRA), Division A of           
          the Deficit Reduction Act of 1984, Pub. L. 98-369, 98 Stat. 494.            
          The first section is TRA section 155,  98 Stat. 691, which gives            
          rise to the substantiation requirements and, in subsection                  
          (a)(6)(C), defines the term “publicly traded securities” to mean            
          “securities for which (as of the date of the contribution) market           
          quotations are readily available on an established securities               
          market”.4  The second section is TRA section 301(b), 98 Stat.               


               4  While TRA sec. 155 gives rise to the substantiation                 
          requirements, it does not impose them, but directs the Secretary            
                                                             (continued...)           





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