Eddie Cordes, Inc., et al. - Page 15




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          actually benefit from the transactions, they received no                    
          constructive dividends.  This is not the first time Mr. Cordes              
          and his family have appeared before us, nor is it the first time            
          that Mr. Cordes and his family have presented us with a mishmash            
          of arguments apparently designed to escape the consequences of              
          the tax laws.  Cordes v. Commissioner, T.C. Memo. 2002-124;                 
          Cordes v. Commissioner, T.C. Memo. 1994-377.  For the reasons               
          discussed below, we conclude that, in the taxable years before              
          us, CFC and ECI conferred certain economic benefits on Mr. Cordes           
          as beneficial owner of all the stock in those corporations,                 
          without expectation of repayment, and that Mr. Cordes has income            
          from constructive dividends.                                                
               The law in this area is well settled.  Section 301(a) and              
          (c)(1) requires the inclusion in a shareholder’s gross income of            
          amounts received as dividends.  Secs. 61(a)(7), 301(c)(1),                  
          316(a); Hillsboro Natl. Bank v. Commissioner, 460 U.S. 370, 392             
          (1983); see Ireland v. United States, 621 F.2d 731, 735 (5th Cir.           
          1980); see also Old Colony Trust Co. v. Commissioner, 279 U.S.              
          716, 729-731 (1929).  Section 316(a) defines a dividend as “any             
          distribution of property made by a corporation to its                       
          shareholders--(1) out of its earnings and profits accumulated               
          after February 28, 1913, or (2) out of its earnings and profits             
          of the taxable year”.13  It is not necessary that the corporation           


               13Petitioners have failed to prove that there was not                  
          sufficient accumulated or current earnings and profits to support           
          the deficiency determined in respondent’s notices of deficiency.            
                                                             (continued...)           




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