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valuing Decedents’ limited partner interests in the
event the Court concludes that section 2036(a)(1) is
not applicable, show that Petitioners admittedly do not
consider interests in the Stone LPs to be the “full
equivalent reducible to a money value” of the propor-
tionate amount of the underlying assets Decedents con-
tributed to the partnerships. * * * As in Estate of
Harper, Decedents’ transfers to the Stone LPs were
simply a mere recycling of value and form of ownership.
* * *
It is the estates’ position that the respective transfers of
property by Mr. Stone and Ms. Stone to each of the Five Partner-
ships were bona fide sales for adequate and full consideration in
money or money’s worth under section 2036(a). In support of that
position, the estates argue:
Because Mr. and Mrs. Stone received pro rata partner-
ship interests in return for the contributions made to
the Partnerships * * *, and because the contributions
were properly credited to each partner’s capital ac-
count * * *, there was no donative transfer made in
connection with the creation of the Partnerships. * * *
Because no donative transfer occurred when the Partner-
ships were formed � 2036(a) does not apply. * * *
* * * * * * *
In Harper, the Court’s finding of no bona fide
sale for adequate and full consideration was based upon
the conclusion that the creation of the partnerships
was not “motivated primarily by legitimate business
concerns,” and constituted only “unilateral” value
recycling. * * * In [Estate of] Thompson [v. Commis-
sioner, T.C. Memo. 2002-46], the Court’s finding was
based on its conclusion that “the transactions were not
motivated by the type of legitimate business concerns
that furnished ‘adequate consideration’ as described in
Estate of Harrison v. Commissioner [T.C. Memo. 1987-8]
and Estate of Michelson v. Commissioner [T.C. Memo.
1978-371].” * * * In these [instant] cases, however,
the creation of the [Five] Partnerships was motivated
by substantial business purposes and their creation and
funding resulted from substantial arm’s-length negotia-
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