Transfer Via Settlement Agreement Not a Gift.

The decedent worked with his father and brother in a family business operated in the corporate form that was created in 1959.  When the corporation was formed, the father contributed more capital that the others, but each of them were listed as registered owners of one-third of the corporate stock.  A family dispute arose and the decedent sought to cash-out his stock interest.  However, his father refused noting the disproportionate contributions and claiming that a portion of the decedent’s stock was being held in an oral trust for the benefit of the decedent’s children.  The dispute ended up in litigation ultimately resulting in a family settlement agreement in 1972 under which the decedent transferred one-third of his stock interest to a trust for his children with the balance being redeemed for $5 million.  No gift tax return was filed at the time on the belief that the transfer of shares to the trust was not a gift.  The IRS claimed otherwise, asserting that the transfer to the trust was a gift that was not entered into in the normal course of business for full and adequate consideration because the decedent’s children paid nothing for it.  The Tax Court, in a full T.C. opinion, disagreed with the IRS.  The court noted that the transfer did occur in the ordinary course of business for full and adequate consideration in money or money’s worth required by Treas. Reg. §25.2512-8.  The consideration, the court determined, was the recognition of the other shareholders that the decedent owned outright the other two-thirds of the stock interest being disputed.  Thus, the decedent did not make a taxable gift, and the estate was not liable for a gift tax deficiency of $737,625 plus $368,813 for fraud, $36,881 for negligence and $184,406 for failure to timely file a gift tax return.  Redstone v. Comr., 145 T.C. No. 11 (2015).