Estate of Wayne C. Bongard, Deceased, James A. Bernards, Personal Representative - Page 67

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          in any 12-month period and the voting of any security held by WCB           
          Holdings.  See also Estate of Thompson v. Commissioner, 382 F.3d            
          at 381 (agreeing that the dissipated value resulting from a                 
          transfer to a closely held entity does not automatically                    
          constitute inadequate consideration for section 2036(a) purposes,           
          but such dissipation triggers heightened scrutiny into the                  
          substance of the transaction and whether there was a true                   
          business purpose).                                                          
                    3.  Conclusion                                                    
               We hold that decedent’s transfer of Empak stock to WCB                 
          Holdings satisfies the bona fide sale exception of section                  
          2036(a).  Therefore, we need not determine whether decedent                 
          retained a section 2036(a) or (b) interest in the transferred               
          property.  This holding further precludes the application of                
          section 2035(a) to decedent’s gifts of WCB Holdings class A                 
          membership units to CH Trust, GC Trust, and QTIP Trust as they              
          were outright gifts, not gifts of retained section 2036(a)                  
          interests.  See Kisling v. Commissioner, 32 F.3d 1222, 1225 (8th            
          Cir. 1994), revg. T.C. Memo. 1993-262; Estate of Jalkut v.                  
          Commissioner, 96 T.C. 675, 679 (1991); Estate of Frank v.                   
          Commissioner, T.C. Memo. 1995-132.                                          
               D.  BFLP                                                               
               The estate argues that section 2036(a) is not applicable to            
          decedent’s transfer of WCB Holdings class B membership units to             






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