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gifts to account for the possibility that the children would be
obligated to pay additional estate tax under section 2035(c) by
reason of the transaction.
The parties have stipulated that respondent bears the burden
of proof, and we accept that stipulation.5
IV. Extent of the Rights Assigned
The divergence of the parties’ valuations of the gifted
interest is attributable in part to their disagreement regarding
the extent of the rights assigned by petitioners. Petitioners
contend that they assigned to the assignees certain rights with
respect to their class B limited partnership interests in MIL but
did not (and could not) admit the assignees as class B limited
partners. The assignment, they argue, did not entitle the
assignees to exercise certain rights that petitioners possessed
(as partners) under the partnership agreement. Thus, they argue,
the value of the gifted interest is something less than the value
of all of their rights as class B limited partners. Respondent,
on the other hand, argues that the gifted interest consists of
the sum and total of petitioners’ rights as class B limited
partners (i.e., that, as a result of the assignment, the
5 The parties have not informed us of their basis for
stipulating that respondent bears the burden of proof. The
burden of proof is normally on petitioner. See Rule 142(a)(1).
Under certain circumstances, the burden of proof can be shifted
to the Commissioner. See sec. 7491; Rule 142(a)(2). We assume
(without deciding) that the conditions necessary to shift the
burden to respondent have been satisfied.
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