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would have the right to purchase stock "from the company", and
the fact that no issue has been raised by either party in that
connection, we address the issue as though the stock of
petitioner is involved just as the parties themselves have done.
Petitioner contends that the settlement amount represents
lost compensation deductible under section 162(a). According to
petitioner, Goldman saw the stock as a symbol of the accompanying
employment contract and compensation it entailed. Petitioner
asserts that since petitioner is a closely-held corporation and
does not pay dividends, Goldman wanted the stock only to the
extent it would provide compensation. Correspondingly,
petitioner argues, petitioner would have been entitled to a
compensation deduction for any amounts paid to Goldman.
Petitioner characterizes Goldman in its brief as an employee
seeking lost compensation analogous to back pay.
The flaw in this argument is its assumption that Goldman was
an employee of petitioner. Petitioner stipulated that Goldman
was never employed by petitioner. The record does not articulate
Goldman's intentions. It seems a reasonable inference that
Goldman pursued the stock sale because the stock represented not
only future earnings, as petitioner alleges, but also control.
Had he been able to purchase the stock, Goldman would have owned
a significant minority of the corporation. Such control,
arguably, may have been his goal. Whatever his intentions, it is
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