- 48 - 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 WCBPage: Previous 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 Next
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