WSB Liquidating Corporation - Page 16

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          services to the corporation.  Here, the spouse provided past                
          services to the corporation.  Given the particular facts and                
          circumstances of this case, however, we do not think Barbara’s              
          prior services afford a basis for distinguishing the results in             
          the prior cases.  We reach this conclusion because of the absence           
          of any persuasive evidence that Barbara was undercompensated for            
          her services and the provisions of the Settlement Agreement in              
          which Barbara waives her right to alimony so long as petitioner             
          makes the payments to her that are at issue.  The contention that           
          these payments served primarily as disguised alimony is amply               
          supported in the record.                                                    
               Respondent argues in the alternative that the payments were            
          constructive dividends to Barbara, representing a distribution of           
          earnings to which she was entitled by virtue of her past                    
          equitable interest in petitioner or her stock interest acquired             
          as a result of the Settlement Agreement.  We are satisfied that             
          Barbara possessed a significant ownership interest in petitioner            
          when the payments in issue were made.  The Settlement Agreement             
          expressly recited that Barbara “[had] an interest in” petitioner            
          and that the agreement was intended to be a “property division *            
          * * as an alternative to the jurisdiction of the Family Court * *           
          * to equitably divide property pursuant to” State law.  As part             
          of the disposition of Barbara’s “interest” in petitioner, the               
          Settlement Agreement provided for Walter’s transfer to Barbara of           

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