June Cordes, et al. - Page 33




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               His actions were that of an owner and sole shareholder.  He            
          viewed the Cordes corporations as his own and used them to make             
          generous loans and gifts to family and friends, and to satisfy              
          personal obligations and desires.  He made loans to third parties           
          of CFC funds and then unilaterally forgave those loans.  Mr.                
          Cordes controlled the timing, amount, and use of the                        
          distributions and transactions.                                             
               The legal titleholders viewed CFC as Mr. Cordes did.  They             
          paid no attention to their purported stockholdings and never                
          attempted to exercise any of the rights that “ownership” may have           
          theoretically provided.  They did not attempt to attend                     
          shareholder meetings, transfer or vote their shares, or otherwise           
          involve themselves in CFC, unless Mr. Cordes instructed them to             
          do so.  His control was unmitigated.                                        
               Taken together, the facts and circumstances reveal that Mr.            
          Cordes was CFC’s sole beneficial owner during the taxable years             
          at issue; Mrs. Cordes’s status as a shareholder was in name only.           
          Because beneficial ownership is the controlling factor in                   
          deciding who is required to include dividends in gross income, we           
          hold that Mrs. Cordes did not receive constructive dividends from           
          CFC for the 1989, 1990, and 1991 taxable years, the years in                
          which she filed separately.  With respect to those taxable years,           
          we conclude only that Mrs. Cordes was not a beneficial owner or             
          shareholder of CFC for Federal income tax purposes.  We decline             






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