Lumber City Corporation, f.k.a. Neiman-Reed Lumber and Supply Company, Inc. - Page 42

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          services for which petitioner intended to compensate him, rather            
          than entirely for its fiscal year ended February 28, 1990, its              
          net profit for each of its fiscal years ended February 29, 1988,            
          and February 28, 1989, would have decreased, and its net profit             
          for its fiscal year ended February 28, 1990, would have increased           
          by an amount correlating to the total amount of the decreases in            
          net profit for those other two years, thereby also changing the             
          pattern of declining profits on which respondent relies.24                  
          Conflict of Interest                                                        
               The fourth category of factors identified by the Court of              
          Appeals concerns whether some relationship exists between the               
          company and the employee whose compensation is at issue that                
          might permit the company to disguise nondeductible corporate                
          distributions of income as compensation deductible under section            
          162(a)(1).  Elliotts, Inc. v. Commissioner, 716 F.2d at 1246.               
          Such a relationship exists in the instant case.  Mr. Ruf was                
          petitioner's sole shareholder during the relevant period.                   
          Situations in which an employee is the sole or controlling                  
          shareholder warrant close scrutiny.  See id.  "The mere existence           
          of such a relationship, however, when coupled with an absence of            
          dividend payments, does not necessarily lead to the conclusion              

          24  We also note that if we were to determine that any of the               
          $2,600,000 of compensation petitioner expensed in its financial             
          statement for its fiscal year ended Feb. 28, 1990, did not con-             
          stitute reasonable compensation for that year or any other year,            
          petitioner's net profit for that year would have increased.                 




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