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by petitioner. Petitioner contends this fact is of particular
importance in this case.
Contrary to the position of petitioner, we do not find that
the fact respondent chose not to assert deficiencies in the prior
examination is necessarily important, or that it indicates that
the IRS accepted the manner in which compensation was determined.
See Owensby & Kritikos, Inc. v. Commissioner, supra at 1329; cf.
Mayson Manufacturing Co. v. Commissioner, supra at 121
(commission contract approved and accepted by the Commissioner
over a period of a number of years). We note that Rogers was
paid total compensation of $928,883 in 1989, compared to
$4,439,180 in 1990. The dramatic increase raised the stakes
involved and thereby increased respondent's incentive to
challenge the payments. Owensby & Kritikos, Inc. v.
Commissioner, supra at 1329 n.57.
The great disparity between the amounts paid to the
nonshareholders and the sole shareholder--Rogers--and the fact
that Rogers' compensation plan was not the result of a
longstanding arm's-length agreement point to the conclusion that
the compensation paid Rogers in 1990 was in part unreasonable.
9. Amount of Compensation Paid to Rogers in Previous Years
We note at the outset that respondent concedes on brief that
the maximum reasonable compensation for Rogers in 1990 is
$1,837,821. Respondent arrived at this amount by calculating the
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