Pope & Talbot, Inc., & Subsidiaries - Page 48

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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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