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decedent's assets. We do not believe the prospective heirs other
than Rod agreed to the 1995 FSA price in order to effect a
transfer to Rod for less than full and adequate consideration.
We believe they, like the conservator, were persuaded that the
security of a fixed price was preferable to the downside risk and
uncertainties of continued negotiations with FABG over the
appropriate value of the Hill Rights.
Respondent, with the hindsight knowledge that Rod secured an
agreement some 2 years later for FABG's purchase of the same
stock at $217.50 per share (plus 4 percent per year until
decedent's death, compounded semiannually), seeks to persuade the
Court that the 1995 FSA provision to sell at the $118 price must
have been a testamentary device to benefit Rod. The facts of
this case do not fit that theory. The conservator, in an effort
to fulfill fiduciary obligations, and the other prospective
heirs, in furtherance of their own interests, accepted a price
they believed (on the basis of professional advice) was fair at
the time and in the particular circumstances. The purpose of the
1995 FSA, therefore, was not as a testamentary device to benefit
decedent's family members.
Comparable Arm's Length Terms
The third requirement of section 2703(b) is that the
restrictive agreement's terms be comparable to similar
arrangements entered into by persons in an arm's-length
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