Willliam N. and Beth Ann Katsaros - Page 4




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          the payments will be includable in income under section 61(a)(1).           
          Paula Constr. Co. v. Commissioner, 58 T.C. 1055, 1059 (1972),               
          affd. without published opinion 474 F.2d 1345 (5th Cir. 1973).              
               Because petitioner is a shareholder of HIEI, it is also                
          possible that the distributions might be considered to be                   
          constructive dividends.  Constructive dividends can be identified           
          when value passes from the corporation to the shareholder without           
          the shareholder's giving something of substantially equivalent              
          value in return.  United States v. Smith, 418 F.2d 589, 593 (5th            
          Cir. 1969).  Neither party alleges the distributions are                    
          constructive dividends, and we find that the record does not                
          support such a finding.  See Alterman Foods, Inc. v. United                 
          States, 505 F.2d 873, 875 (5th Cir. 1974).  We therefore limit              
          our analysis to whether there was the requisite intent for the              
          payments to constitute compensation for services, or whether, as            
          petitioners contend, the distributions were bona fide loans.                
               We note that we have always examined transactions between              
          closely held corporations and their shareholders with special               
          scrutiny.  Electric & Neon, Inc. v. Commissioner, 56 T.C. 1324,             
          1339 (1971), affd. without published opinion sub nom. Jiminez v.            
          Commissioner, 496 F.2d 876 (5th Cir. 1974).  As previously                  
          stated, in deciding whether the payments were disguised                     
          compensation for services, we look to the intent of the parties.            
          Paula Constr. Co. v. Commissioner, supra at 1059.  Whether such             





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