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death, decedent, by virtue of his control of BCC, could (and did)
unilaterally modify the 1981 Agreement.
Decedent did not obtain the consent of the remaining BCC
shareholder, i.e., the ESOP, in connection with the modification
of the 1981 Agreement, demonstrating that decedent, BCC, and the
estate in its arguments herein took the position that the consent
of only decedent and BCC was required. Because no other
shareholder had to consent to a modification of the 1981
Agreement (original or modified), unlike the circumstances in
Estate of True v. Commissioner, supra, control over the
corporation here gave decedent the unilateral ability to modify
the 1981 Agreement. Thus, consistent with Bommer Revocable Trust
v. Commissioner, supra, the restrictions in the Modified 1981
Agreement were not binding on decedent during his life.
Accordingly, the Modified 1981 Agreement is disregarded for
purposes of determining the value of the BCC shares held by
decedent at death.
C. Section 2703
Even if the Modified 1981 Agreement satisfied the binding-
during-life requirement, the agreement would nonetheless be
disregarded under section 2703.
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