Don A. Chan and Cecilia Chan - Page 20

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            as the controlling shareholder of Shin.  Individual petitioners                              
            allege that Edward Chiu, an 18-percent shareholder, made these                               
            decisions and actually controlled Shin as its general manager.                               
            The fact that petitioner husband permitted Edward to make day-to-                            
            day decisions does not mitigate or change petitioner husband's                               
            control of Shin.  Indeed, petitioner husband had the ability to                              
            fire and replace Edward.  We hold that petitioner husband                                    
            exercised control over the bank accounts through his controlling                             
            interest in Shin, as described above, satisfying the first part                              
            of the Sammons test.                                                                         
                  The second part of the test is subjective:  whether the                                
            transfer was prompted by a shareholder purpose of the common                                 
            owner rather than a business purpose of the transferor                                       
            corporation.  Sammons v. Commissioner, supra.  The second test is                            
            to differentiate between normal business transactions and                                    
            transactions intended to benefit a common shareholder.  Id. at                               
            451-452.  If the transfer between the commonly controlled                                    
            corporations related to the business operations of the transferor                            
            corporation, no constructive dividend occurred.                                              
                  Courts have interpreted this prong of the Sammons test to                              
            require not only a subjective intent to primarily benefit the                                
            common shareholder but also an actual primary economic benefit to                            
            the shareholder.  Stinnett's Pontiac Serv. Inc. v. Commissioner,                             
            730 F.2d 634 (11th Cir. 1984), affg. T.C. Memo. 1982-314; Kuper                              
            v. Commissioner, 533 F.2d 152, 160 (5th Cir. 1976), affg. in part                            




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