Eddie Cordes, Inc., et al. - Page 14




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          concedes that portion of his determination in excess of the                 
          parties’ stipulation.                                                       
                                       OPINION                                        
          I.   Constructive Dividends                                                 
               Respondent determined that each of the individual                      
          petitioners before us had taxable income from receipt of                    
          constructive dividends in 1994 and 1995 in amounts of $4,457,835            
          and $2,504,822, respectively.  See sec. 61(a)(7).  Respondent               
          primarily argues that Mr. Cordes is properly taxable for all of             
          the constructive dividends, rather than any of the other                    
          individual shareholders, because respondent contends Mr. Cordes             
          was the beneficial owner of all the CFC and ECI stock during the            
          years at issue.12  Respondent alternatively argues that each                
          individual petitioner is taxable on receipt of constructive                 
          dividends in amounts proportionate to his or her record                     
          ownership.                                                                  
               Petitioners argue that although Mr. Cordes completely                  
          controlled CFC and ECI, Mr. Cordes cannot be held to have                   
          received constructive dividends because he did not hold stock in            
          those corporations in the taxable years before us.  In response             
          to respondent’s alternative argument, petitioners argue that                
          because Mr. Cordes completely controlled CFC and ECI, and the               
          record owners had no knowledge of, did not authorize, or did not            


               12Respondent concedes that if we find Mr. Cordes was the               
          beneficial owner of all the CFC and ECI stock during the years at           
          issue, then the other individual petitioners are not liable for             
          tax on receipt of constructive dividends for those years.                   




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