Pulsar Components International, Inc. - Page 25

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          Corporations, however, are not required to pay dividends.                   
          Shareholders may be equally content with the appreciation of                
          their stock caused, for example, by the retention of earnings.              
          Owensby & Kritikos, Inc. v. Commissioner, supra; Elliotts, Inc.             
          v. Commissioner, supra; Home Interiors & Gifts, Inc. v.                     
          Commissioner, 73 T.C. at 1162 (1980).                                       
             Petitioner has a history of regularly declaring and paying               
          dividends.  In reviewing the reasonableness of an employee's                
          compensation, we often apply a hypothetical independent investor            
          standard to determine whether a shareholder has received a fair             
          return on investment after the payment of the compensation in               
          question.  Owensby & Kritikos, Inc. v. Commissioner, supra at               
          1326-1327; Elliotts, Inc. v. Commissioner, 716 F.2d at 1244;                
          Medina v. Commissioner, T.C. Memo. 1983-253; see also Rev. Rul.             
          79-8, 1979-1 C.B. 92 (compensation is not unreasonable merely               
          because a corporation pays an insubstantial portion of its                  
          earnings as dividends).  Whether to pay a dividend, and the                 
          amount thereof, were business decisions made by petitioner's                
          board taking into account that petitioner had accumulated                   
          sufficient earnings during profitable years and that petitioner             
          might need to retain some (or all) of those earnings in order to            
          weather less profitable periods that were likely ahead.  We                 
          refuse to second-guess the board's business judgment under the              
          facts of this case; we view its decisions concerning the payment            





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