Chrysler Corporation - Page 24




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          corporate stock.  Their status as shareholders was not                      
          “incidental” to the transaction; it was essential.  Accordingly,            
          the exception to application of section 311(a) provided in former           
          section 1.311-1(e), Income Tax Regs., does not apply.9                      
               Finally, petitioner maintains that summary judgment is                 
          inappropriate in this case.  According to petitioner, a                     
          determination of the origin and nature of a claim is ordinarily             
          an intensively factual matter, and the parties still dispute many           
          relevant facts.  We disagree with petitioner’s assertion that the           
          subject issue is not ripe for summary judgment.  After reviewing            
          the materials filed by both parties, we find that there is no               
          genuine issue as to any of the material facts that we have set              
          forth supra in the background section.  “Only disputes over facts           
          that might affect the outcome of the suit under the governing law           
          will properly preclude the entry of summary judgment.  Factual              
          disputes that are irrelevant or unnecessary will not be counted.”           
          Anderson v. Liberty Lobby, Inc., 477 U.S. at 248.  Here, in                 
          resisting summary judgment, petitioner has proffered the                    


               9 We also find without merit petitioner’s similar argument             
          that the cost of redeeming the common stock is deductible as an             
          expense of securing the LGA guaranty.  This contention is                   
          misguided both as to the facts and the law.  The undisputed facts           
          show that, although the Government required Chrysler to establish           
          the ESOP, it did not require the redemption which gave rise to              
          the claimed deduction.  Moreover, even if a redemption had been             
          required as a condition of the loan guaranty, such a requirement            
          would not affect the origin and nature of the redemption as a               
          capital expenditure.                                                        





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