Charles T. McCord, Jr. and Mary S. McCord, Donors - Page 16

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          imprudent for the charitable organizations to forgo an                      
          independent appraisal,8 these organizations were not sham                   
          intermediaries.  Prior to signing the confirmation agreement, the           
          Symphony and CFT could have independently valued MIL, forced                
          arbitration, and thwarted any purported plan to avoid the gift              
          tax.  Cf. Compaq v. Commissioner, 277 F.3d 778, 784 (5th Cir.               
          2001) (declining, in an income tax case, to disregard a                     
          transaction that involved even a minimal amount of risk and was             
          conducted by entities separate and apart from the taxpayer),                
          revg. 113 T.C. 214 (1999).                                                  
               There is no evidence of an implicit or explicit agreement,             
          between petitioners and either the Symphony or CFT, that the                
          Symphony or CFT would accept less than that which petitioners               
          transferred to each organization.  In fact, respondent stipulated           
          that “Before the call right was exercised, there was no agreement           
          among Mr. or Mrs. McCord, the McCord brothers, the Symphony or              
          CFT as to when such a buyout would occur or to the price at which           
          the buyout would occur.”                                                    
               In sum, respondent failed to establish that the                        
          undervaluation of MIL, reallocation of MIL interests, and                   


               8  Ms. Willhoite, president of the Symphony, and Mr.                   
          Fjordback, president of CFT, each had an obligation to ensure               
          receipt of the property interests petitioners transferred to the            
          Symphony and CFT, respectively.  See Tex. Socy. DAR, Inc. v. Ft.            
          Bend Chapter, 590 S.W.2d 156, 164 (Tex. Civ. App. 1979), (citing            
          Intl. Bankers Life Ins. Co. v. Holloway, 368 S.W.2d 567 (Tex.               
          Sup. Ct. 1963)); see also Texas Non-Profit Corporation Act, Tex.            
          Rev. Civ. Stat. art. 1396-2.22 (2002).                                      




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