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however, typically involve facts (1) where the legal and
beneficial owner divests itself of legal ownership and retains
the beneficial ownership for a legitimate business reason (see
Miami National Bank v. Commissioner, supra; Macon, Dublin &
Savannah R.R. Co. v. Commissioner, supra) or (2) where an entity
creates another to act as its agent to acquire legal title, while
vesting beneficial ownership in itself (see Commissioner v.
Bollinger, 485 U.S. 340 (1988)).
Kolonaki relies on Miami National Bank and Macon, Dublin &
Savannah R.R. Co. to support its assertion of beneficial
ownership. These cases are distinguishable on the facts. In
Miami National Bank, a corporation retained beneficial ownership
when it transferred record title of shares of stock to a
subordinated securities account. The corporation retained
substantial rights under the agreement, including the right to
dividends, right to vote the stock, and right to withdraw the
stock if other readily marketable securities of equivalent value
were substituted.
In Macon, Dublin & Savannah R.R. Co., a corporation
transferred record title of the stock of its subsidiary to a
nominee while retaining beneficial ownership. The nominee
agreement stated that the corporation was entitled to all rights
and privileges incident to the stock and had the option to
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