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corporate assets such as work in process. Union Bank v.
Anderson, 232 Cal. App. 3d 941, 950, 283 Cal. Rptr. 823, 827 (Ct.
App. 1991); see Moline Properties, Inc. v. Commissioner, 319 U.S.
436 (1943). Petitioner argues that decedent could not sell work
in process on cases he brought to CSB, and, thus, he sold only
his CSB stock.
Petitioner's argument misses the mark. Respondent does not
dispute that work in process is a corporate asset or contend that
decedent sold work in process. Rather, respondent points out,
and we have found, that decedent and CSB agreed that CSB paid $5
million in insurance proceeds both for CSB stock and for any
claim he had to work in process.
Petitioner points out that Sucherman and Fowler agreed to
pay CSB 25 percent of net fees they received on cases they took
when they left CSB. Petitioner argues that their agreement to
pay fees to CSB shows that the CSB shareholders did not own an
interest in the fees paid on work in process. Petitioner's
argument misses the point. The 1973 agreement requires a
departing shareholder who takes any cases to pay to CSB 25
percent of the net fees received from those cases. The fact
that Sucherman and Fowler did so is irrelevant to deciding the
character of the $5 million payment to decedent's estate.
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