E.J. Harrison and Sons, Inc. - Page 40

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          discussed in section II.C.4.a.(3), supra, we find that no                   
          compensation is properly attributable to those guaranties.                  
          Therefore, on the basis of our finding that the rest of Mrs.                
          Harrison’s duties were substantially similar to those of an                 
          outside board chair who does not otherwise perform the tasks of a           
          chief executive or chief operating officer, we find that Mrs.               
          Harrison’s compensation was grossly in excess of what companies             
          of a comparable size pay for such services.                                 
                  c.  Character and Condition of the Company                          
               “The focus under this category may be on the company’s size            
          as indicated by its sales, net income, or capital value.  * * *             
          Also relevant are the complexities of the business and general              
          economic conditions.”  Elliotts, Inc. v. Commissioner, supra at             
          1246.  In general, petitioner appears to have been a successful,            
          growing company during the 1979-97 period.  The problem from                
          petitioner’s standpoint is that Mrs. Harrison’s very limited                
          management role during the audit years renders this factor                  
          (although generally favorable to petitioner) of little or no                
          relevance to our decision.                                                  
                  d.  Conflict of Interest                                            
               This factor focuses on “whether some relationship exists               
          between the taxpaying company and its employee which might permit           
          the company to disguise nondeductible * * * [dividends] as salary           
          * * * deductible under section 162(a)(1).”  Id. at 1246.                    
          Elliotts, Inc. instructs that such a relationship “may also be              




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