OPINION.
STERNHAGEN, Judge:
The Commissioner determined a deficiency of $15,814.55 in gift tax for 1939, by increasing the valuation of 2,500 shares of class B stock of McCann-Erickson, Inc., from $89,887.50, as returned by the taxpayer, to $219,400, "after consideration of the provisions of the charter and bylaws of the corporation pertaining to class B preferred stock, net worth, earning power, dividend-paying capacity, and all other relevant facts...
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