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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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