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with petitioners when they draw factual distinctions between the
two cases sufficient to warrant contrary results. The facts that
ACC is not a securities dealer, that the installment contracts
are not securities, and that none of the installment contracts
expenditures are commissions are, in our minds, merely
distinctions without a difference. Compare Woodward v.
Commissioner, 397 U.S. at 575, 577-578, wherein the Court stated:
The Court recognized [in Helvering v. Winmill, supra,]
that brokers’ commissions are ‘part of the
(acquisition) cost of the securities,’ Helvering v.
Winmill, supra, 305 U.S. at 84, 59 S.Ct. at 47, and
relied on the Treasury regulation, which had been
approved by statutory re-enactment, to deny deductions
for such commissions even to a taxpayer for whom they
were a regular and recurring expense in his business of
buying and selling securities.
* * * * * * *
in this case there can be no doubt that legal,
accounting, and appraisal costs incurred by taxpayers
in negotiating a purchase of the minority stock would
have been capital expenditures. See
Atzingen-Whitehouse Dairy, Inc. v. Commissioner, 36
T.C. 173 (1961). Under whatever test might be applied,
such expenses would have clearly been ‘part of the
acquisition cost’ of the stock. Helvering v. Winmill,
supra. * * *
Accord Commissioner v. Wiesler, 161 F.2d at 999 (“the Winmill
case * * * follow[s] the well settled rule that expenditures
incurred as an incident to the acquisition * * * of property are
not ordinary and necessary business expenses, but are capital
20(...continued)
required to capitalize the regular and recurring costs incurred
in acquiring securities).
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