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held to be part of a firm and fixed plan; (2) in each case, the
complete termination of the shareholder’s interest required a
party not controlled by the taxpayer to acquire the remaining
shares; and (3) at the time of the redemption, the third-party
purchaser had already negotiated for and made a firm commitment
to acquire the remaining shares. Petitioner extracts from the
cases the conclusions that, where an alleged plan to completely
terminate a shareholder’s ownership requires the participation of
a third party, the third party must have committed to the plan at
least in substance on or before the redemption date in order for
Niedermeyer’s “firm and fixed plan” requirement to be satisfied
and that a taxpayer’s unilateral plan can never be a firm and
fixed plan. Petitioner’s analysis and arguments, therefore,
focus primarily on whether there was an agreement in substance
with the third-party purchasers of the target corporations’ stock
on the dates of the deemed section 304 redemptions; i.e., the
nine cross-chain sales.
Respondent rejects petitioner’s attempt to focus the Court’s
eye primarily on the third-party purchasers who acquired the
target corporations’ stock and argues for the application of an
intent-based test drawn from the decision of the U.S. Court of
Appeals for the Sixth Circuit in Zenz v. Quinlivan, 213 F.2d 914
(6th Cir. 1954) and pertinent opinions of this Court, including
but not limited to, Niedermeyer v. Commissioner, supra. Citing
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