Michael W. and Caroline P. Huber et al. - Page 12

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               The fair market value of the transferred property is the               
          “price at which such property would change hands between a                  
          willing buyer and a willing seller, neither being under any                 
          compulsion to buy or to sell, and both having reasonable                    
          knowledge of relevant facts.”  Sec. 25.2512-1, Gift Tax Regs.               
          Where property is transferred for less than adequate and full               
          consideration in money or money’s worth, the amount of the gift             
          is the amount by which the value of the property transferred                
          exceeds the value of the property received.  See sec. 2512(b).              
          In determining the value of unlisted stocks, actual arm’s-length            
          sales of the stock in the normal course of business within a                
          reasonable time before or after the valuation date are the best             
          criteria of market value.  Ward v. Commissioner, 87 T.C. 78, 101            
          (1986) (citing Duncan Indus., Inc. v. Commissioner, 73 T.C. 266,            
          276 (1979)).                                                                
               The parties dispute whether sales of Huber stock at the                
          value set by E&Y qualified as arm’s-length sales.  Petitioners              
          cite Morrissey v. Commissioner, 243 F.3d 1145 (9th Cir. 2001),              
          revg. Estate of Kaufman v. Commissioner, T.C. Memo. 1999-119, to            
          support the proposition that the transactions at issue qualify as           
          arm’s-length sales.  In Morrissey, a family-owned corporation               
          retained Merrill Lynch to appraise a minority interest.  On the             
          basis of the report, two shareholders sold their shares to the              
          second largest shareholder at the price set by Merrill Lynch.               






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