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Niesar Pahl
Niesar, Pahl, Cecchini & Gosselin, A Professional
Corporation (Niesar Pahl), a California corporation, was
organized in January 1987. Niesar Pahl was organized for the
practice of law. On April 28, 1987, Niesar Pahl filed an
election with the Internal Revenue Service to be treated as an
S corporation for Federal income tax purposes. During 1990, and
at all other times here relevant, Niesar Pahl’s election to be
treated as an S corporation remained effective. For 1990, Niesar
Pahl computed its taxable income on the basis of a calender year.
Niesar Pahl was known as Niesar, Pahl, Cecchini & Gosselin,
A Professional Corporation only from August 9, 1989, until
sometime after June 30, 1990. Immediately prior to that period,
Niesar Pahl was known as Niesar & Cecchini, and its only
shareholders were Gerald V. Niesar and Garrett L. Cecchini.
After that period, Niesar Pahl changed its name back to Niesar &
Cecchini.
Petitioner’s Association With Niesar Pahl
Prior to August 9, 1989, petitioner was not associated with
Niesar Pahl. Sometime prior to August 9, 1989, petitioner and
another lawyer, Thomas Gosselin (Gosselin), agreed to become
shareholders, officers, and directors of Niesar Pahl as of
August 9, 1989. Petitioner and Gosselin each agreed to become
25-percent shareholders of the firm by purchasing 1,000 shares of
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