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Inc. v. Commissioner, 77 T.C. 1221, 1237-1238 (1981); (2) the
manner in which the parties treated the transaction, id.;
(3) whether the sale price is fixed, Clodfelter v. Commissioner,
48 T.C. 694, 701 (1967), affd. 426 F.2d 1391 (9th Cir. 1970);
(4) whether a significant amount of the agreed price has been
paid, Hay v. Commissioner, 25 B.T.A. 96, 101 (1932); (5) the
intention of the parties, Merrill v. Commissioner, 40 T.C. 66,
74 (1963), affd. per curiam 336 F.2d 771 (9th Cir. 1964);
(6) descriptive terms used in the agreement, Clodfelter v.
Commissioner, supra; and (7) whether an effective date has been
agreed upon fixing a specific time for recognition of the rights
and obligations of the parties, id.
Our analysis of the facts of this case, in conjunction with
our analysis of these factors, points overwhelmingly to the
conclusion that the subject sale occurred in 1989. The
Stockholders' Agreement explicitly provides that the benefits and
burdens of Griffin's ownership in its LRFP stock did not pass
until 1989 when it exercised its put, and almost every stock
benefit resided in Griffin until that time. Griffin was the
legal and beneficial owner of its LRFP stock. Griffin held the
stock. Griffin occupied two seats on LRFP's board of directors,
an officer position, and one seat on the executive committee.
Griffin would receive any dividends declared on the stock.
Griffin could sell its stock to a third party. Griffin could
block liquidation, stock dilution, merger, issuance of additional
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