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organized pursuant to Oklahoma law for the purpose of providing
legal services. Petitioner, Jessup, and Owens were the initial
shareholders and directors of this corporation. In January of
1985, the corporation's articles were amended to eliminate Owens
as a shareholder and director, and the corporation's name was
changed to Stone, Jessup & Styron, P.C. In January of 1986, the
corporation's articles were amended again, this time changing the
corporation's name to Stone Jessup, P.C. (Stone Jessup). Jessup
remained a shareholder and director of Stone Jessup until his
death in February of 1991. Thereafter, petitioner was the sole
shareholder, director, and officer of the corporation.
During 1991, petitioner practiced law as an employee of
Stone Jessup, but was not compensated as such. In addition to
petitioner, Stone Jessup employed 4 or 5 other individuals on a
full-time basis during that year. As an employee of Stone
Jessup, petitioner was required to travel for various business-
related reasons and to entertain clients of Stone Jessup. On
some occasions, Stone Jessup would directly pay for petitioner's
travel and client entertainment expenses. On other occasions
petitioner would pay his own travel expenses and the expenses he
incurred in entertaining Stone Jessup's clients. Stone Jessup
only paid petitioner's travel expenses and the client
entertainment expenses when corporate funds were available to do
so. In prior years, Stone Jessup usually reimbursed petitioner
for expenses he incurred on its behalf. Petitioner was not
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