Herold Marketing Associates, Inc. - Page 15




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          in amount, and (3) ordinary and necessary in character.  Sec.                
          162(a)(1); sec. 1.162-7(a), Income Tax Regs.  While each                     
          criterion may be at issue from time to time, it is the                       
          reasonableness standard that presents the most difficult issue.              
          As the Court has observed:                                                   
             Inherently, there is a natural tension between:                           
             (1) Shareholders/employees who feel that they are entitled                
             to be paid from a corporation's profits, even to the                      
             exhaustion thereof, of an amount that reflects their                      
             skills and efforts, and (2) a provision in the tax law                    
             that conditions the deductibility of compensation on the                  
             concept of reasonableness.  What is reasonable to the                     
             entrepreneur/employee often may not be to the tax                         
             collector. * * * The term "reasonable", however, must                     
             reflect the intrinsic value of employees in the broadest                  
             and most comprehensive sense.  [Mad Auto Wrecking, Inc. v.                
             Commissioner, T.C. Memo. 1995-153.]                                       
             The parties do not dispute that Herold's compensation was an              
          ordinary and necessary expense of petitioner or that it was paid             
          for services which he rendered to petitioner.  Thus, we assume it            
          was and limit our discussion to the question of reasonableness.              
               The reasonableness of compensation is a question of fact                
          that must be answered by comparing each employee's compensation              
          with the value of services that he or she performed in return.               
          RTS Inv. Corp. v. Commissioner, 877 F.2d 647, 650 (8th Cir.                  
          1989), affg. per curiam T.C. Memo. 1987-98; Charles Schneider &              
          Co. v. Commissioner, 500 F.2d 148, 151 (8th Cir. 1974), affg.                
          T.C. Memo. 1973-130; Estate of Wallace v. Commissioner, 95 T.C.              
          525, 553 (1990), affd. 965 F.2d 1038 (11th Cir. 1992).  The                  
          Commissioner's determination as to the reasonableness of                     
          compensation is presumed correct, and taxpayers like petitioner              


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