June Cordes, et al. - Page 28




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          expenses and the Cordeses’ income from interest and from                    
          constructive dividends, however, must await the Rule 155                    
          computation.                                                                
               B.   Constructive Dividends                                            
               Respondent determined that Mrs. Cordes, in 1989 through                
          1991, individually, and the Cordeses, in 1992 and 1993, jointly,            
          had taxable income from constructive dividends made by CFC to               
          Mrs. Cordes, as one of CFC’s shareholders.  See sec. 61(a)(7).              
          Those constructive dividends, as respondent determined, consisted           
          in part of the portion of payments made by CFC to Mr. Cordes on             
          the three loans in excess of the amount that represents an arm’s-           
          length rate of interest29 (calculated in accordance with our                
          holding, supra) and consisted in part of (1) withdrawals of                 
          corporate funds for distribution to friends and family, (2)                 
          corporate payments of personal expenses, (3) diversion to the               
          Cordeses of corporate income, and (4) Mr. Cordes’s bargain                  
          purchase of corporate notes.30                                              
               Petitioners contend that the transfers do not constitute               
          constructive dividends to Mrs. Cordes (1) because Mrs. Cordes did           

               29We discuss this transaction in the context of constructive           
          dividends in connection with our discussion of diversion of                 
          corporate income because the applicable law is similar.                     
               30Respondent also determined certain other items constituted           
          income from constructive dividends from CFC to the Cordeses in              
          the taxable years before us, but either Mr. or Mrs. Cordes or               
          respondent has conceded those items.  See Appendix B, Summary of            
          Conceded, Deemed Conceded, Computational, and Settled Issues.               





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