Norwest Corporation and Subsidiaries, Successor in Interest to Davenport Bank and Trust Company and Subsidiaries - Page 18




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               On two occasions, we have applied INDOPCO to require                   
          capitalization of acquisition-related expenditures.  First, in              
          Victory Mkts., Inc. & Subs. v. Commissioner, 99 T.C. 648 (1992),            
          we held that INDOPCO prohibited a taxpayer from currently                   
          deducting expenses for professional services incurred incident to           
          a takeover that was not hostile.  It appears that these expenses            
          were attributable to an agreement that the taxpayer had with E.F.           
          Hutton to provide advice and services on the takeover.  See id.             
          at 652.  The taxpayer had argued that these expenses were                   
          currently deductible because the takeover was a hostile one from            
          which it received no long-term benefit.  We found that the                  
          takeover was not hostile and that it generated long-term                    
          benefits.                                                                   
               Most recently, in A.E. Staley Manufacturing Co. & Subs. v.             
          Commissioner, 105 T.C. 166 (1995), revd. and remanded 119 F.3d              
          482 (7th Cir. 1997), we held that INDOPCO prevented the taxpayer            
          from currently deducting expenses for investment bankers' fees              
          and printing costs incurred incident to a takeover.  The taxpayer           
          had argued that these expenses were currently deductible because            
          the takeover was hostile.  We held that the expenses had to be              
          capitalized because they were incurred incident to the taxpayer's           
          change of ownership from which it derived significant long-term             
          benefits.  Upon appeal, the Court of Appeals for the Seventh                
          Circuit disagreed in part.  The Court of Appeals held that the              





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