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business advice or whether the services were performed in the
process of effecting a change in corporate structure for the
benefit of future operations. INDOPCO, Inc. v. Commissioner,
supra at 89; Honodel v. Commissioner, supra.
In the present case, the nature of the services performed by
Bear Stearns was business planning or advice. The amounts paid
to Bear Stearns did not result in any change in corporate
structure or long-term benefit. We believe that this case
differs from INDOPCO, Inc. v. Commissioner, supra and A.E. Staley
Manufacturing Co. v. Commissioner, supra, both of which involved
acquisitions of the corporate taxpayer’s stock that gave rise to
long-term benefits. Here, no acquisition or takeover was ever
threatened or attempted. Accordingly, we hold that the fees
petitioner paid to Bear Stearns were not capital expenditures
and, therefore, are deductible pursuant to section 162(a).
The final issue is whether petitioner may deduct fees paid
to Depository Trust Co. in connection with holding petitioner’s
stock "in street name" pursuant to section 162(a). Petitioner
has introduced no evidence regarding the specific nature or
purpose for this expenditure. Therefore, we find that petitioner
has not met its burden of proving that it is entitled to a
deduction under section 162, and we uphold respondent’s
determination that the expenditure must be capitalized.
Decision will be entered
under Rule 155.
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