John C. and Tate M. Todd - Page 19




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          Sec. 1.170A-1(c)(1), Income Tax Regs.  Fair market value is the             
          price at which the property would change hands between a willing            
          buyer and a willing seller, neither being under any compulsion to           
          buy or sell and both having reasonable knowledge of the relevant            
          facts.  Sec. 1.170A-1(c)(2), Income Tax Regs.  The fair market              
          value of a share of stock or a security is not necessarily equal            
          to its market quotation.  See sec. 1.170A-13(c)(7)(xi)(D), Income           
          Tax Regs.  Nevertheless, we assume that Congress believed that              
          the existence of readily available market quotations would                  
          substantially assist in, if not determine, fair market valuation            
          (and discourage overvaluation).  We do not agree with petitioners           
          that the market quotations requirement was met because Bancorp              
          shares were occasionally traded by Gill & Associates, who could             
          provide a suggested share price based on the net asset value of             
          the bank.  Such share price did not necessarily reflect a price             
          that any willing buyer or seller had accepted or would accept.              
          Gill & Associates charged a flat fee of 25 cents for each share             
          traded, and acted as a placement agent as an accommodation to the           
          bank, to encourage its business relationship with the bank.  We             
          do not accept Gill & Associates’ procedures for quoting prices as           
          a reliable proxy for fair market valuation.  The intendment of              
          the market quotations requirement would not be served by                    
          accepting procedures such as those followed by Gill & Associates            
          with respect to Bancorp shares as satisfying the requirement.               






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