Estate of Eugene E. Stone, III, Deceased, C. Rivers Stone, E.E. Stone, IV, Mary Stone Fraser & Rosalie Stone Morris, Co-Personal Representatives - Page 23

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         assets that they transferred to each such partnership, they did              
         not receive adequate and full consideration for the assets trans-            
         ferred.  Respondent’s argument in effect reads out of section                
         2036(a) the exception for “a bona fide sale for an adequate and              
         full consideration in money or money’s worth” in any case where              
         there is a bona fide, arm’s-length transfer of property to a                 
         business entity (e.g., a partnership or a corporation) for which             
         the transferor receives an interest in such entity (e.g., a                  
         partnership interest or stock) that is proportionate to the fair             
         market value of the property transferred to such entity and the              
         determination of the value of such an interest takes into account            
         appropriate discounts.  We reject such an argument by respondent             
         that reads out of section 2036(a) the exception that Congress                
         expressly prescribed when it enacted that statute.                           
              Respondent’s argument about the discounted values of the                
         partnership interests at issue also ignores the fact that each of            
         the Five Partnerships was created, funded, and operated as a                 
         joint enterprise for profit for the management of its assets in              
         which there was a genuine pooling of property and services.  We              
         have found that, when the partners of each of the Five Partner-              
         ships formed and funded each such partnership, they contemplated             
         and intended that each such partnership operate as a joint enter-            
         prise for profit for the management of its assets and that the               
         children contribute services in providing such management in the             






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