- 29 -29
Dominguito. The following facts demonstrate that Barber and
Dominguito were ABN's agents. Cf. Commissioner v. Bollinger, 485
U.S. 340 (1988). First, Barber and Dominguito were thinly
capitalized shell corporations established for the sole purpose
of engaging in the venture. Second, the parties treated ABN as
the real participant in the venture and disregarded Barber's and
Dominguito's respective corporate forms (e.g., AlliedSignal, on
December 5, 1991, paid ABN $1,631,250 for Barber's and
Dominguito's participation in the venture). Third, Barber and
Dominguito were mere conduits. ABN lent Barber and Dominguito
the funds for their respective "capital contributions" and
retained options that allowed ABN to purchase Barber's and
Dominguito's shares for a de minimis amount. Indeed, Mr. den
Baas testified that eventually all Barber's and Dominguito's
profit "would come back" to ABN. Similarly, because ASIC is
AlliedSignal's wholly owned subsidiary, we consider AlliedSignal,
not ASIC, the relevant party. Therefore, the issue is whether
AlliedSignal and ABN intended to join together in the present
conduct of an enterprise.
III. Joint Undertaking of an Enterprise
To form a valid partnership, AlliedSignal and ABN must have
intended to join together in the present conduct of an
enterprise. Commissioner v. Culbertson, supra at 742.
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