Common use of D owns Clause in Contracts

D owns. 60 percent of the stock of Corporation X. The corporate by-laws pro- vide that the corporation cannot be liq- uidated for 10 years after which time liquida- tion requires approval by 60 percent of the voting interests. In the absence of the provi- sion in the by-laws, State law would require approval by 80 percent of the voting interests to liquidate X. D transfers the stock to a trust for the benefit of D’s child, A, during the 10-year period. The 10-year restriction is an applicable restriction and is disregarded. Therefore, the value of the stock is deter- mined as if the transferred block could cur- rently liquidate X.