Estate of George C. Blount, Deceased, Fred B. Aftergut, Executor - Page 69

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               We decline to do so for two reasons.  First, we have                   
          concluded that the agreement under which BCC was obligated to               
          redeem decedent’s shares for $4 million must be disregarded under           
          both section 20.2031-2(h), Estate Tax Regs., and section 2703.              
          In such circumstances, the terms of the disregarded agreement are           
          generally not taken into account in determining the fair market             
          value of the shares subject to the agreement.  Estate of True v.            
          Commissioner, T.C. Memo. 2001-167; Estate of Lauder v.                      
          Commissioner, T.C. Memo. 1994-527; see also Estate of Godley v.             
          Commissioner, T.C. Memo. 2000-242, affd. 286 F.3d 210 (4th Cir.             
          2002).  As we noted in Estate of Lauder, under these                        
          circumstances, the willing buyer/seller analysis would be                   
          distorted if we disregarded the buy-sell agreement for purposes             
          of fixing the value of the subject stock, yet allowed provisions            
          in the agreement to be taken into account when determining the              
          stock’s fair market value.  Thus, it would be improper here to              
          consider the redemption obligation in the disregarded buy-sell              
          agreement when determining the fair market value of the stock               
          covered by that agreement.                                                  
               Second, even if the impact of the redemption obligation on             
          BCC’s value were not disregarded under the principles of Estate             
          of Lauder and like cases, the redemption obligation should not be           
          treated as a value-depressing corporate liability when the very             

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