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they were not arm’s-length transactions. See Kimbell v. United
States, 371 F.3d 257, 265 (5th Cir. 2004); Estate of Bongard v.
Commissioner, 124 T.C. at 123. We find respondent’s
characterization of the issue to be too narrow, and in addition
it ignores facts that we find critical to the outcome of this
case. Respondent focuses on isolated sales that took place
between closely related family members as if they were the only
sales. There were over 90 transactions that took place between
1994 and 2000 by Huber shareholders involving an amalgam of
relationships: (1) Between immediate relatives; (2) between more
distant relatives; and (3) between shareholders of Huber and
independent nonprofit organizations.5 Each of these sales took
place at the E&Y value.
Respondent also suggests that there was a “taint of
5Respondent frames his arguments in this case around the
premise that there were only two sales of Huber stock--the Brown
estate and the Foster trust--that provide the basis for
determining whether the sale of Huber stock was at arm’s length.
Although the Foster trust and Brown estate sales were the most
factually developed in the record and the center of the
testimony, the record also shows that there were a total of 90
sales between Huber shareholders since 1994. These sales
included transactions between distant relatives and trusts,
independent nonprofit organizations and Huber, and Huber family
members and independent nonprofit organizations. Respondent
maintains that these transactions were not “in the record”.
However, the CEO of Huber and one of the former members of the
board credibly testified as to their personal knowledge of these
transactions. Therefore, we are not basing our conclusions
solely on the Foster trust and Brown estate sales, even though
some of the transactions in those sales included parties that
were not closely related.
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