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following: The person’s qualifications; the nature, extent, and
scope of the person’s work; the size and complexities of the
business; a comparison of salaries paid with gross income and net
income; the prevailing general economic conditions; a comparison
of salaries with distributions to stockholders; the prevailing
rates of compensation for comparable positions in comparable
concerns; the salary policy of the taxpayer as to all persons; in
the case of small corporations with a limited number of officers
the amount of compensation paid to the particular person in
previous years; and whether the corporation provided the person
with a pension or profit-sharing plan. Owensby & Kritikos, Inc.
v. Commissioner, 819 F.2d at 1323, and cases there cited. No
single factor is decisive; rather, we must consider and weigh the
totality of the facts and circumstances in arriving at our
decision. Idem.
Before we apply the relevant factors to the instant case, we
note that petitioner presented evidence of three offers to buy
petitioner. The parties devoted substantial efforts to analyze
the direct and indirect (i.e., regarding return on investment)
significance of these offers. Indeed, respondent’s expert
opined: “The single best evidence of reasonable compensation can
be found in the three subsequent offers to acquire the assets and
business of [petitioner]”. However, none of the offers is
sufficiently detailed to enable us to determine what Jack’s
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