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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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