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               3.   Whether Burndy-US Owned More Than 50 Percent of the               
                    Value of Burndy-Japan Stock                                       
               A foreign corporation is a CFC if U.S. shareholders own more           
          than 50 percent of the total value of its stock.  Sec. 957(a)(2).           
          Petitioners contend that Burndy-US owned more than 50 percent of            
          the value of Burndy-Japan stock in 1992.  We disagree.                      
                    a. Applicable Legal Standard                                      
               Petitioners contend that the value of Burndy-Japan stock               
          held by Burndy-US shareholders exceeded 50 percent of the total             
          value of the three blocks of stock held by the shareholders of              
          Burndy-Japan.  Petitioners rely on Mariani Frozen Foods, Inc. v.            
          Commissioner, 81 T.C. 448, 468-469 (1983), affd. sub nom. Gee               
          Trust v. Commissioner, 761 F.2d 1410 (9th Cir. 1985).  The                  
          taxpayer in Mariani Frozen Foods sought to avoid foreign personal           
          holding company status by showing that it did not own more than             
          50 percent of the value of outstanding stock for purposes of                
          section 552(a)(2).17  We held that the value of foreign                     
          corporation stock held by U.S. shareholders was more than 50                
          percent of the total value of the blocks of stock held by all               
          shareholders.  Id. at 471.  We agree with petitioners that the              
          standard in Mariani Frozen Foods applies here.                              
               17  In Mariani Frozen Foods, Inc. v. Commissioner, 81 T.C.             
          448, 469 (1983), affd. sub nom. Gee Trust v. Commissioner, 761              
          F.2d 1410 (9th Cir. 1985), the taxpayers conceded that they would           
          lose under a liquidation approach.  However, we held against the            
          taxpayers under a different test without considering the                    
          liquidation approach further.                                               
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