Estate of Pearl I. Amlie, Deceased, Rodney B. Amlie, Executor - Page 41

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               For the reasons discussed below, we conclude that the estate           
          has satisfied section 2703(b)(3).  By its terms, the statute                
          requires only a showing that the agreement's terms are                      
          "comparable" to similar arrangements entered at arm's length.               
          While the regulations caution against using "isolated                       
          comparables", we believe that in context the regulations                    
          delineate more of a safe harbor than an absolute requirement that           
          multiple comparables be shown.                                              
               In any event, the price terms reached in the 1994 Agreement,           
          and incorporated in the 1995 FSA, were in fact based on a survey            
          of comparables.  The conservator sought professional advice from            
          within Boatmen's, and was advised that the $118 price (1.25 times           
          book value) was a fair price for decedent's FABG stock and Hill             
          Rights, when coupled with the deferred sale feature of the 1994             
          Agreement.  The deposition of the valuation specialist who                  
          advised the conservator (taken in connection with the district              
          court proceedings) is in the record, and it indicates that the              

               28(...continued)                                                       
                         In addition, the bill adds a third                           
                    requirement, not found in present law, that                       
                    the terms of the option, agreement, right or                      
                    restriction be comparable to similar                              
                    arrangements entered into by persons in an                        
                    arm's length transaction.  This requires that                     
                    the taxpayer show that the agreement was one                      
                    that could have been obtained in an arm's                         
                    length bargain. * * * It is not met simply by                     
                    showing isolated comparables but requires a                       
                    demonstration of the general practice of                          
                    unrelated parties.  [136 Cong. Rec. 30,541                        
                    (1990); emphasis added.]                                          




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