Estate of Wayne C. Bongard, Deceased, James A. Bernards, Personal Representative - Page 65

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          cannot hold that the terms of the transaction differed from those           
          of two unrelated parties negotiating at arm’s length.                       
               Respondent’s final argument is that the formation of WCB               
          Holdings was not a bona fide sale because there was not a true              
          pooling of assets.  WCB Holdings’s purpose was to pool the                  
          Bongard family’s Empak stock within a single entity, which                  
          decedent and ISA Trust satisfied through their respective                   
          contributions.  WCB Holdings’s creation was part of a much                  
          grander plan, to attract potential investors or to stimulate a              
          corporate liquidity event to facilitate Empak’s growth.                     
          Moreover, when WCB Holdings was capitalized, the members’ capital           
          accounts were properly credited and maintained, WCB Holdings’s              
          funds were not commingled with decedent’s, and all distributions            
          during decedent’s life were pro rata.  The amalgamation of these            
          facts evinces that this transaction resulted in a true pooling of           
          assets.                                                                     
                    2.  Full and Adequate Consideration                               
               The factual circumstances of this case further establish               
          that decedent and ISA Trust each received an interest in WCB                
          Holdings that represented adequate and full consideration                   
          reducible to money value.  See Estate of Stone v. Commissioner,             
          T.C. Memo. 2003-309; Estate of Higgins v. Commissioner, T.C.                
          Memo. 1991-47; see also secs. 20.2036-1(a), 20.2043-1(a), Estate            
          Tax Regs.  Decedent and ISA Trust received interests in WCB                 






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