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(1) It is a bona fide business arrangement.
(2) It is not a device to transfer such property to
members of the decedent's family for less than full and
adequate consideration in money or money's worth.
(3) Its terms are comparable to similar arrangements
entered into by persons in an arms' length transaction.
We consider each in turn.
Bona Fide Business Arrangement
To meet the requirement of section 2703(b)(1), a restrictive
agreement must further some business purpose. The 1995 FSA
represented the culmination of the conservator's efforts,
starting with the 1991 Agreement, to secure a guaranteed price
and buyer for decedent's minority interest in a bank. The
conservator had a fiduciary obligation to serve decedent's best
interest, and in the conservator's view, it was imprudent for
such a substantial portion of decedent's net worth to be invested
in the form of a minority interest in a closely held bank. The
1991 Agreement was the conservator's initial step designed to
mitigate the downside risks of decedent's minority stake.
Through that agreement, the conservator secured a fixed price and
buyer for decedent's Agri stock and a guarantee that, in the
event the controlling interest in Agri were sold, decedent would
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