George Georgiou and Judith Georgiou A.K.A. Judy Georgiou, et al. - Page 24

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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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