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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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