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stock to be redeemed or not, his ability to decide if
that event would occur demonstrates the understanding
of the parties involved that decedent retained the
right to control the units transferred to BFLP.
* * * decedent’s transfer to BFLP for a 99-percent
ownership interest in the partnership did not alter his
control of the WCB Holdings class B membership units
transferred to BFLP. * * *
Majority op. pp. 57-59; emphasis added.
As is evident from the foregoing, the majority opinion
establishes a “control” standard in applying section 2036(a)(1).
However, the majority opinion never actually tells us what it
means when it uses the terms “control” or “controlled” four times
in the above-quoted excerpt.12 Nonetheless, under any commonly
accepted meaning of those terms, it is factually incorrect for
the majority opinion to conclude that “decedent controlled
whether BFLP could transform its * * * class B WCB Holdings
membership units * * * into a liquid asset * * * [,] exercised
practical control over BFLP and * * * retained the right to
control the units transferred to BFLP” and that “decedent’s
transfer to BFLP * * * did not alter his control of the WCB
Holdings class B membership units transferred to BFLP.” Majority
op. pp. 57-58. After decedent and ISA Trust capitalized BFLP,
which the majority opinion acknowledges was a validly created and
existing partnership under Minnesota law, neither decedent nor
12It is not even clear whether in each of the four instances
the majority opinion intends the same, or a different, meaning of
the terms “control” or “controlled”.
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