Having joined the majority opinion, I write separately to extend my comments in Blatt v. Commissioner, 102 T.C. 77, 86 (1994) (Beghe, J., concurring), on the benefits of consolidation, and to address the dissents.
1. Respondent’s Role as Stakeholder
Of course, it’s proper to select a test case and let it go forward because it will be instructive or dispositive as to the identical or similar case or cases that are postponed pending its outcome. But when, as in this case, the parties to a transaction have opposing tax interests, respondent has the institutional obligation, subject to the Court’s needs for efficient case management and sound judicial administration, to facilitate consolidation of their cases. Postponing one case while the other goes forward creates an unacceptable risk of depriving the postponed party of his day in court (or in this case, of a meaningful appeal) if he will be foreclosed by the final decision in the case that goes forward.1 In addition, if the cases are consolidated, respondent can properly communicate to the Court respondent’s views on how the generic situation should be handled.
Joann’s and John’s cases provide an instructive example of lost opportunities. This Court missed the last clear chance in 1992 to put John’s summary judgment motion on a fast track, so that his case could catch up with Joann’s case coming up from the District Court, and both appeals considered on a consolidated basis by the Court of Appeals for the Ninth Circuit. However, our mistake in agreeing with respondent’s arguments for postponement of John’s case doesn’t mean it’s too late for us to try to rectify the situation, insofar as John is concerned. In view of respondent’s successful efforts to prevent the appeals in the two cases from being consolidated, the resulting whipsaw is of respondent’s own making.
2. The Case at Hand
As summarized in Judge Ruwe’s peroration (infra p. 549):
The result we reach today directly contradicts the holding of the Court of Appeals to which the instant case is appealable [thereby failing to follow our rule in Golsen v. Commissioner, 54 T.C. 742, 757 (1970), affd. 445 F.2d 985 (10th Cir. 1971)], fails to explain why we disagree with the Court of Appeals [thereby perpetuating our failure in Blatt v. Commissioner, 102 T.C. 77 (1994), to explain our disagreement with the Ninth Circuit], and produces an untenable result in that neither of the two stockholders of Moriah will incur any tax consequences as a result of the $450,000 stock redemption [thus allowing respondent to be whipsawed]. [Bracketed comments added.]
To each of these arguments I now turn, responding, in passing, to Judge Halpern’s conclusion that “it is illogical to think that the Court of Appeals will not reverse us” (infra p. 549).
a. The Golsen question. This Court recently revisited the Golsen doctrine and explained, in our reviewed opinion in Lardas v. Commissioner, 99 T.C. 490, 493-498 (1992), the limitations on its application. Although “better judicial administration requires us to follow a Court of Appeals decision which is squarely in point where appeal from our decision lies to that Court of Appeals and to that court alone”, Golsen v. Commissioner, 54 T.C. 742, 757 (1970) (fn. refs, omitted), affd. 445 F.2d 985 (10th Cir. 1971), we need not do so where “it is not clear that the Ninth Circuit would disagree with our conclusion” and “Accordingly * * * we are obliged to decide this case as we think right”, Lardas v. Commissioner, supra at 498.
I do not think it is as clear as Judges Ruwe and Halpern do that the Court of Appeals for the Ninth Circuit will reverse us. The briefs filed with the Court of Appeals in Joann’s case, Arnes v. United States, 981 F.2d 456 (9th Cir. 1992), affg. 91-1 USTC par. 50,207 (W.D. Wash. 1991), did not bring Edler v. Commissioner, 727 F.2d 857 (9th Cir. 1984), affg. T.C. Memo. 1982-67, to the attention of the Court of Appeals. The Court of Appeals should take the opportunity to revisit the redemption situation in the light of Edler. In addition, the procedural anomaly created by the delay in getting John’s case to the Court of Appeals should lead it not only to review our decision in John’s case de novo, but also to reconsider the views expressed by its panel in Joann’s case. In these unusual circumstances, I agree with Judge Chiechi that judicial efficiency considerations do not dictate our application of the Golsen doctrine in John’s case. Cf. Of Course, Inc. v. Commissioner, 499 F.2d 754 (4th Cir. 1974), revg. 59 T.C. 146 (1972).
In arguing that it’s not clear how the Court of Appeals for the Ninth Circuit will decide the appeal of our decision in John’s case, I won’t try to make life easy for myself by arguing that a proper application of the tax laws in Joann’s and John’s cases, or in the generic situation, would be for both spouses (or ex-spouses) to escape tax. But, because the Court of Appeals opinion might be read as leaving open the possibility of this result, I’ll try, as a preliminary matter, to lay it to rest. The focus of section 1041 is on the nonrecognition and deferral of gain on the transfers of appreciated property between spouses. Although section 1041 says nothing about transactions with third parties, it did not repeal the rule of Moline Properties, Inc. v. Commissioner, 319 U.S. 436 (1943), that, in the absence of applicable sham or agency principles, the corporate entity must be regarded as separate from that of the shareholders.2
Section 1041 is a rule of nonrecognition and deferral of gain or loss on transfers of property between spouses (and ex-spouses pursuant to divorce decree or separation agreement). It does not immunize dividends — described by sections 301 and 316 as distributions by a corporation out of earnings and profits with respect to stock — from taxation by providing that they are to be excluded from gross income. To allow both spouses to escape tax in the generic redemption situation would allow cash representing earnings and profits to be removed from corporate solution at no tax cost whatsoever, either currently or in the future.3 This would violate the deferral principle of section 1041.
To allow both spouses to escape tax in the generic redemption situation (of which this case is an example) would overextend the acknowledged purpose of section 1041 to repeal the rule of United States v. Davis, 370 U.S. 65 (1962), that a divorce-related transfer of appreciated property in exchange for the release of marital claims resulted in recognition of gain to the transferor. H. Rept. 98-432, at 1491-1492 (1984); Staff of Joint Comm, on Taxation, General Explanation of the Deficit Reduction Act of 1984, at 710 (J. Comm. Print 1985). The Davis rule caused unjust results and impeded divorce-actuated transfers of appreciated property because the transferor spouse was taxed on the transfer— without receiving any cash with which to pay the tax — and the transferee spouse received the property with an unpaid-for step-up in basis. The redemption situation does not present this problem; the spouse whose stock is redeemed receives cash, which provides the wherewithal to pay the tax, and this points the way to the proper treatment of the case at hand.
b. Our disagreements with the Ninth Circuit. The reasons for our decision in this case can be explicated by at least three lines of argument, none of which appears to have been previously expressed in its application to this case: First, a reminder about the self-acknowledged limitations on the applicability of Q&A-9 of the temporary regulation to this case and the generic redemption situation; second, a revisit to the location of the primary obligation to purchase Joann’s stock, as between John and Moriah; and third, a historical and policy analysis of the common law of taxation applicable to stock redemptions of closely held corporations.
(i) Limitations of the temporary regulation. The format and preamble of the temporary regulation, sec. 1.1041-1T, Temporary Income Tax Regs., 49 Fed. Reg. 34452 (Aug. 31, 1984), make clear that it does not assert that section 1041 repealed the preexisting and continuing tax common law on the treatment of redemptions of family corporations. The question and answer format and the “Temporary” label alert us that the temporary regulation was not and is not intended to be the Treasury’s comprehensive last word on the subject. The preamble to the temporary regulation, also set forth at T.D. 7973, 1984-2 C.B. 170, states that the “document provides temporary regulations relating to the treatment of transfers of property between spouses or former spouses” and is
presented in the form of questions and answers * * * [that] are not intended to address comprehensively the issues raised by sections 1041, 71, 215 and 152(e). Taxpayers may rely for guidance on these questions and answers, which the Internal Revenue Service will follow in resolving issues arising under sections 1041, 71, 215 and 152(e). No inference, however, should be drawn regarding questions not expressly raised and answered.
Even though a temporary regulation has the same dignity as any other interpretative regulation on the subject that is fairly within its ambit, see Nissho Iwai American Corp. v. Commissioner, 89 T.C. 765, 776 (1987), its temporary character also tells us that it should not be extended by implication beyond the area with which it purports to deal.
(ii) Locating the obligation. It would appear that the Court of Appeals for the Ninth Circuit concluded in Joann’s case— because a separation agreement is clearly an agreement between the spouses and because a divorce decree is primarily directed to them — that such an agreement or decree necessarily imposes the primary obligation on the remaining shareholder spouse to see to it that the corporation pays the terminating shareholder spouse in exchange for its redemption purchase of her stock. That is obviously the basis for the characterization of the first situation in Q&A-9, 49 Fed. Reg. 34453, “where the transfer to the third party is required by a divorce or separation instrument,” as being “on behalf of” the nontransferring spouse, so that the nontransferring spouse will necessarily be treated as first receiving the property from the transferor spouse and then transferring it to the third party.4
That would be a plausible approach if section 1041 had been enacted in a vacuum or written on a clean slate. But our task is to harmonize or reconcile section 1041 with a preexisting and continuing body of law on the tax treatment of redemptions by closely held corporations. We therefore must decide where the line of demarcation should be drawn between them. For the reasons set forth (infra pp. 538-541), the line should be drawn differently from the way in which application of Q&A-9 to the family corporation redemption situation might at first blush seem to require.
The Court of Appeals for the Ninth Circuit concluded in Joann’s case, Arnes v. United States, supra at 459, that John had an obligation to Joann “that was relieved by Moriah’s payment to Joann” that “was based in their divorce property settlement, which called for the redemption of Joann’s stock” and that “Although John and Joann were the sole stockholders in Moriah, the obligation to purchase Joann’s stock was John’s, not Moriah’s.” The ground for these conclusions is not stated in the opinion of the Court of Appeals, but it may have been an interpretation and application of Q&A-9 to the effect that a transfer of property by a spouse to a third party pursuant to a separation agreement or divorce decree must in all circumstances be deemed to be “on behalf of” the nontransferring spouse.
Although, as Judge Ruwe states (infra p. 547), the Court of Appeals was “cognizant of Washington State law”, I do not believe that it necessarily relied on the State law in deciding Joann’s case. The Court of Appeals’ citation of Wash. Rev. Code Ann. sec. 62A.3-416(1) (West 1979) concerns only the State law question of the effect of the guarantee, which is an afterthought and a makeweight.5
The ground of the Court of Appeals’ decision in Joann’s case appears to have been a conclusion about Federal tax law, based on Q&A-9, that a transfer to a third party, pursuant to a separation agreement or divorce decree, must be “on behalf of” the nontransferring spouse or ex-spouse.6 As a result, Q&A-9 of the temporary regulation appears to have been extended beyond its proper purview in the redemption context.
I believe that this is where the Tax Court has parted company with the Ninth Circuit Court of Appeals panel that decided Joann’s case. See Blatt v. Commissioner, 102 T.C. 77, 82-83 (1994). The Court of Appeals should have the opportunity to revisit the question in the context of the nontransferring spouse’s tax treatment with the benefit, such as it may be, of our analysis, and the opportunity to reconcile its decision in Joann’s case with its prior, decision in Edler v. Commissioner, 727 F.2d 857 (9th Cir. 1984), affg. T.C. Memo. 1982-67.
(iii) Historical and policy reasons for leaving preexisting redemption tax law intact. In the absence of any showing that Congress, in enacting section 1041, or the Treasury, in promulgating the temporary regulation, intended to displace the tax common law on redemptions of closely held corporations, that law should remain in place. The way to accomplish this result is to interpret section 1041 and the temporary regulation so that no redemption of one spouse will be considered to be “on behalf of” the remaining spouse unless it discharges that spouse’s primary and unconditional obligation to purchase the subject stock, as summarized and set forth in the examples in Rev. Rul. 69-608, 1969-2 C.B. 42, and the case law on which it relies. Blatt v. Commissioner, supra at 85 (Beghe, J., concurring).
Although the tax treatment of continuing shareholders is not specifically set forth in the Code, the bright line is well established by court decisions, such as Wall v. United States, 164 F.2d 462 (4th Cir. 1947), and Holsey v. Commissioner, 258 F.2d 865 (3d Cir. 1958), and by administrative rulings, such as Rev. Rui. 69-608, supra. A nonredeeming shareholder realizes no gain or loss or dividend income solely because all or a portion of the stock of another shareholder was redeemed, even though the effect of the redemption is to increase his percentage ownership in the corporation. The line has been drawn in terms of whether the remaining shareholder blundered into incurring a direct and primary obligation to purchase the stock, which he belatedly attempts to shift to the corporation, as in Wall v. United States, supra, and Schroeder v. Commissioner, 831 F.2d 856 (9th Cir. 1987).7
These longstanding rules amount to a “social compact” that contemplates a pattern in which, when one shareholder or group of shareholders withdraws from the corporation, wholly or partly, with a resulting increase in the percentage ownership of the remaining shareholder, the remaining shareholder will not be taxed. The withdrawing shareholder is treated as having sold or exchanged a capital asset, while the remaining shareholder is considered to have realized nothing that can be viewed as a taxable gain or dividend. Although the withdrawal and shift in interest is financed out of the corporate treasury rather than individual bank accounts, and may be viewed as conferring an indirect benefit on the remaining shareholder, the transaction is considered no more than a sale to the corporation by the holder whose stock interest is terminated or substantially reduced.
All this was persuasively set forth 25 years ago in an article by Professor Chirelstein. He argued, although the Commissioner has never officially espoused his view, that publicly held corporations that engage in share repurchase plans should be considered as distributing dividends to their shareholders because such plans in effect give the shareholders the option to take stock or cash. Cf. Technalysis Corp. v. Commissioner, 101 T.C. 397 (1993). In making this argument, however, Professor Chirelstein was careful to make clear that there was no historical or policy basis for changing the tax treatment of redemptions of closely held corporations, which treatment was inherent in the structure of section 302:
These results must be considered among the basic structural elements of Subchapter C and are no longer open to any fundamental challenge.
Section 302 was designed with a specific policy goal in mind and not simply to carry out general principles relating to the tax treatment of stock sales. Most would agree that the aim of the section is to facilitate occasional, and often major, shifts in ownership interests among the shareholders of closely-held or family-owned corporations for whose shares no active market exists apart from the company itself. That, of course, is the image of Section 302 which tax lawyers generally have in mind; virtually every technical detail in the section confirms that Congress did as well. Thus, family attribution rules and other provisions for constructive ownership of stock, restrictions relating to the redemption of stock from controlling shareholders, the disproportionality standard itself together with the prohibition against planned series of redemptions which are pro rata in the aggregate — these rules obviously contemplate a tightly knit shareholder group whose individual interests are virtually identical to those of the corporation. * * * The basic legislative aim * * * is to bear lightly on withdrawals from incorporated partnerships.
Transactions of the latter sort, though perhaps formally initiated by the corporation, are necessarily the product of negotiation and agreement among the shareholders. That is their distinguishing mark. Redemption price, terms of payment, total number of shares to be redeemed, even the tax consequences, must be bargained out and agreed to before the redemption is authorized. The reason, of course, is that the redemption is intended to alter the stock interests of particular individuals in specified ways — for example, through the surrender of control by one partner to another, through the retirement of older family members, or on the occasion of the death or resignation of an executive holding shares in the firm. The chief technical features of Section 302 confirm that the section contemplates an advance understanding or agreement by the shareholders. * * * These provisions were developed to permit and encourage taxpayers to act in relatively certain reliance on their applicability in a given case, and it is clear that they contemplate effective planning based on more or less formal agreement among the shareholders as to who will and who will not present his [or her] shares for redemption. * * *
[Chirelstein, “Optional Redemptions and Optional Dividends: Taxing the Repurchase of Common Shares”, 78 Yale L. J. 739, 749, 750 (1969); emphasis added.]
It is obvious that John and his counsel and Joann and her counsel negotiated the separation agreement to have Joann’s stock redeemed against the background of and in reliance on these rules. Joann originally reported the redemption transaction as resulting in capital gains to her, in accordance with the advice of the attorney who represented her in the negotiation of the separation agreement. She then changed her mind and claimed a refund in repudiation of the original agreement. John’s counsel demonstrated on brief, and respondent did not disagree, that the separation agreement was based on the assumption that the community property and liabilities would be equally divided between John and Joann. In agreeing on that equal division, the parties assumed that Joann would bear capital gains taxes on the Moriah distributions that she would receive as payment in exchange for her stock, and that there would be no tax on John. The net effect of taxing John and exonerating Joann is that she would receive and retain more than twice as much of the community property as John.
One of the benefits of having these bright line rules apply to redemptions by family corporations is that they reduce the opportunities for tax game playing between private parties. It is game playing, and engaging in second thoughts, that Joann, with the assistance of counsel, indulged in when she sandbagged John by reneging on their original deal.
The tax commentators have been alert to spot the opportunities for game playing that the decision in Joann’s case has created. The most recent comment in this area states:8
Recent cases involving the redemption of stock in husband-wife corporations make it clear that even though section 1041 has brought greater ability to specify the tax consequences of divorce, it has not put to rest all uncertainty. Tax practitioners still face a grey area when they are trying to predict when a stock redemption from one spouse will be held to be made “on behalf of” the other spouse. In that context, there are opportunities to take aggressive filing positions — and, in a planning context, to document the divorce transactions to either dictate a specific tax result or create ambiguity. [Raby, “Raby Revisits Stock Redemptions Incident to Divorce,” Tax Notes 1031-1032 (Feb. 21, 1994); emphasis added.]
Hewing to the bright line rules of Rev. Rui. 69-608, supra, in the marital dissolution context will reduce the tax costs of divorce for the owners of small businesses held and operated in corporate form. If the shareholder spouses can negotiate their separation agreement with the assurance that the redemption will be tax free to the remaining shareholder and a capital gain transaction to the terminating shareholder, the overall tax costs will ordinarily be less than if the terminating spouse qualifies for nonrecognition under section 1041, but the remaining spouse suffers a dividend tax.9 This will leave a bigger pie to be divided in setting the consideration for the shares to be redeemed.
c. The whipsaw. Judge Ruwé concludes that our decision produces “an untenable result in that neither of the two stockholders of Moriah will incur any tax consequences as a result of the $450,000 stock redemption” (infra p. 549). I join Judge Ruwe and his cohort in deploring the whipsaw result, but it’s of respondent’s own making.10 The right lessons to be learned from, these cases will best be imparted to all concerned by upholding the result arrived at by our majority opinion in John’s case. I hope and expect that the Court of Appeals for the Ninth Circuit will agree.
Fay, J., agrees with this concurring opinion.This is particularly true in the case at hand. It is understood that John’s motion, in the appeal of Joann’s case, to intervene or for leave to file an amicus brief, was denied.
Sec. 1.1041-1T(a), Q&A-2, Temporary Income Tax Regs., 49 Fed. Reg. 34453 (Aug. 31, 1984), is in agreement:
Assume the same facts as in example (2) [A’s sole proprietorship X Company sells property to B in ordinary course of business; transfer entitled to nonrecognition under sec. 1041], except that X Company is a corporation wholly owned by A. This sale is not a sale between spouses subject to the rules of section 1041. However, in appropriate circumstances, general tax principles, including the step-transaction doctrine, may be applicable in recharacterizing the transaction.
That allowing both spouses to escape tax on the redemption would result in permanent tax avoidance rather than deferral can be demonstrated by a simple example. Suppose, as in our case, that Moriah has the same value of $900,000 and that Joann receives a lump-sum payment of $450,000 in exchange for her stock. But also assume that the stock basis of each shareholder is $250,000, rather than $2,500. If John takes a carryover basis for the stock received from Joann that is canceled by the corporation, he is left with a corporation worth $450,000, and a $500,000 basis for his stock (this would not be a redemption and sec. 301 distribution in which the “mystery of the disappearing basis” would present a problem; see Bittker & Eustice, Federal Income Taxation of Corporations and Shareholders, par. 9.22[2], at 9-88 (6th ed. 1994)). If John should promptly thereafter liquidate Moriah, he would have a capital loss of $50,000, and it would be clear that the cash previously paid by Moriah out of its earnings and profits to Joann would have completely escaped individual income taxation. Even if the shareholders had had the low $2,500 basis for their shares ($5,000 in the aggregate), the $445,000 gain that John would realize and recognize on his liquidation of the corporation would be a gain with respect to his remaining interest in the corporation (albeit reduced by the addition of Joann’s stock basis to his stock basis), and the cash used to pay for Joann’s stock would have completely escaped individual income taxation.
As a technical matter, a separation agreement or divorce decree that requires the corporation to redeem the stock of one shareholder need not thereby be deemed to impose on the remaining shareholder the primary obligation to buy the stock. On more than one occasion, a shareholder obligated to pay for shares has been able to establish that he was acting as agent for the corporation, so that the redemption was treated as a payment by the corporation of its own obligation, rather than that of the shareholder. See Fox v. Harrison, 145 F.2d 521 (7th Cir. 1944); Decker v. Commissioner, 32 T.C. 326 (1959), affd. 286 F.2d 427 (6th Cir. 1960); Ciaio v. Commissioner, 47 T.C. 447 (1967); Peterson v. Commissioner, T.C. Memo. 1964-15; State Pipe & Nipple Corp. v. Commissioner, T.C. Memo. 1983-339; see also Rev. Rul. 80-240, 1980-2 C.B. 116. But see Glacier State Elec. Supply Co. v. Commissioner, 80 T.C. 1047 (1983).
Schroeder v. Commissioner, 831 F.2d 856 (9th Cir. 1987), affg. Skyline Memorial Gardens, Inc. v. Commissioner, T.C. Memo. 1985-334, relied on by the Ninth Circuit Court of Appeals in Arnes v. United States, 981 F.2d 456, 459 (9th Cir. 1992), was clearly distinguishable therefrom. In Schroeder, the Court of Appeals stated:
At the time that the taxpayer [Schroeder] borrowed the money from the bank, he owned no part of the corporation and had no authority to act on behalf of the corporation. See id. at 859-60 & n.7. [Schroeder v. Commissioner, supra at 859.]
I agree with our majority opinion that the provision of Washington law cited by the Ninth Circuit, and the cases construing it cited by the majority (majority op. p. 530 note 4), support the view that the guarantor’s obligation is not primary and unconditional, notwithstanding that the breach by the corporation would entitle the wife to sue the ex-husband directly without vouching in the defaulting corporation. Until the breach by the corporation, it would be the corporation that had the primary obligation to redeem the wife’s stock and to make payments to her in accordance with the redemption agreement. However, I wouldn’t get too tangled in the vagaries of State law. The legislative history of sec. 1041 instructs us that “uniform Federal income tax consequences will apply to these transfers notwithstanding that the property may be subject to differing state property laws.” H. Rept. 98-432 (Part II), at 1492 (1984); Staff of Joint Comm, on Taxation, General Explanation of the Deficit Reduction Act of 1984, at 710 (J. Comm. Print 1985).
This is indicated by the Ninth Circuit’s reliance in Arnes v. United States, supra at 459, on Schroeder v. Commissioner, 831 F.2d 856, 859 (9th Cir. 1987), and its rejection of the Government’s argument that Joann’s situation was governed by Holsey v. Commissioner, 258 F.2d 865 (3d Cir. 1958), which would have let John off the hook. As Bittker & Eustice, Federal Income Taxation of Corporations and Shareholders, par. 9.06[6], at 9-44 n.206 (6th ed. 1994), note, Schroeder was similar in facts and result to Wall v. United States, 164 F.2d 462 (4th Cir. 1947), the primordial case establishing that a remaining or incoming shareholder whose obligation to purchase and pay for the stock of another shareholder is discharged by the subject corporation will be considered to have received a dividend.
Even in Edler v. Commissioner, 727 F.2d 857 (9th Cir. 1984), the remaining shareholder husband appears to have been saved from dividend treatment by the fact that respondent had been dilatory in objecting that the nunc pro tunc extinction of that obligation by a second divorce decree was ineffective for Federal income tax purposes. Cf. Hayes v. Commissioner, 101 T.C. 593 (1993).
See also Raby, “If He Gets the Big Mac, Does She Pay the Tax?”, Tax Notes 347 (Jan. 17, 1994); Preston & Hart, “Spouse’s Stock in a Divorce Can Be Redeemed Tax Free”, 78 J. Taxn. 360 (1993); Raby, “A Tale of Two Redemptions: It Was the Best and Worst (of Tax Consequences)”, Tax Notes 459 (Jan. 25, 1993).
This seems even more likely to be so with the restoration, by the Revenue Reconciliation Act of 1993, of a substantial differential in the rates of individual income tax on ordinary income and long-term capital gain.
There are other ways by which respondent could reduce the opportunities for game playing that resulted in the whipsaw in this case. One would be to persuade Congress to enact a statutory provision, similar to sec. 1060 on special allocation rules for certain asset acquisitions, that would assure consistent tax treatment by the private parties of this type of transaction. Another would be to get around to replacing the “temporary regulation”, published Aug. 31, 1984, in the Federal Register (see supra p. 535), or at least issuing a revenue ruling supplementing Rev. Rul. 69-608, 1969-2 C.B. 42, that would set forth clearly respondent’s view on how stock redemp-tions by family corporations should be treated in the marital dissolution context.