- 21 -                                         
          359, 362 (9th Cir. 1974), affg. T.C. Memo. 1971-200; Paula                  
          Construction Co. v. Commissioner, 58 T.C. at 1059.                          
               Where officer-shareholders who are in control of a                     
          corporation set their own compensation, careful scrutiny is                 
          required to determine whether the alleged compensation is in fact           
          a distribution of profits.  Rutter v. Commissioner, 853 F.2d                
          1267, 1270-1271 (5th Cir. 1988), affg. T.C. Memo. 1986-407;                 
          Owensby & Kritikos, Inc.  v. Commissioner, 819 F.2d at 1324;                
          Estate of Wallace v. Commissioner, 95 T.C. at 556; sec. 1.162-              
          7(b)(1), Income Tax Regs.                                                   
               We will consider first whether (and, if so, then to what               
          extent) the payments to Jack exceeded reasonable compensation,              
          and then whether (and, if so, then to what extent) any part of              
          the payments that survive the first test should nevertheless be             
          nondeductible because they were not intended to be compensation.            
          Compare Owensby & Kritikos, Inc.  v. Commissioner, 819 F.2d at              
          1325 (payments made in the form of compensation), with Paula                
          Construction Co. v. Commissioner, 58 T.C. at 1057, 1059-1060                
          (payments made in the form of distributions), and King’s Court              
          Mobile Home Park v. Commissioner, 98 T.C. 511, 514-515 (1992)               
          (corporation’s unreported income diverted to shareholder).                  
               1.  Reasonableness                                                     
               Many factors are relevant in determining whether amounts               
          paid to a person were reasonable compensation, including the                
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