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Emile or Louise rendered any significant advice to Haff in the
capacity as an employee (as opposed to a director) that was
necessary or significant enough to distinguish Emile and Louise
from petitioner’s other employees. In fact, the record reveals
that Emile and Louise performed during the subject years mainly
the type of clerical, nonmanagerial work that could be performed
by the staff employees of an office. The record also reveals
that both Emile and Louise devoted significantly less than 100
percent of their time to petitioner, given the fact that each of
them worked significant hours on the business of the related
entities of the Haffner/Fournier family.
Nor do we believe that petitioner’s business would have
suffered had Emile or Louise severed his or her affiliation with
the company. Any void created by the loss of Emile and/or
Louise could have been filled by one or more other employees.
Emile’s and Louise’s circumstances in this case are fairly common
in the world of closely held business. Presumably, they were
vibrant, energetic, and highly productive individuals in
petitioner’s earlier years, when its business grew and became
successful. In order to manage that growth, however, they
developed an organizational structure that included the next
generation of managers and support staff. Throughout the years,
Emile’s and Louise delegated many of their managerial
responsibilities to the new organization so that Emile’s and
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