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repurchase the stock. Both parties understood that the
transferee was acting as a nominee.
In contrast to the foregoing cases, here Kolonaki never held
record title to JAI stock. JAI stock was originally issued in
Georgiou's name, when Georgiou made the capital contributions to
JAI, and the stock has remained in Georgiou's name through the
years in issue. No contemporaneous agreement was created between
Kolonaki and Georgiou that set forth the beneficial ownership
arrangement and the parties' rights.
Kolonaki also relies on Bollinger to establish beneficial
ownership. In Bollinger, the Court sought to determine whether
an agency relationship existed between the record owner and the
beneficial owner of property. The Supreme Court held that a
corporation that was formed to avoid Kentucky usury laws was an
agent for the partnership and stated in part:
It seems to us that the genuineness of the agency
relationship is adequately assured, and tax-avoiding
manipulation adequately avoided, when the fact that the
corporation is acting as agent for its shareholders
with respect to a particular asset is set forth in a
written agreement at the time the asset is acquired,
the corporation functions as agent and not principal
with respect to the asset for all purposes, and the
corporation is held out as the agent and not the
principal in all dealings with third parties relating
to the asset. * * * [Commissioner v. Bollinger, supra
at 349-350.]
In the instant cases, there was no credible evidence of an
agreement, written or otherwise, that established that Georgiou
acted as Kolonaki's agent when Georgiou formed JAI. Georgiou
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