E.J. Harrison and Sons, Inc. - Page 41

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          probative of a presence or absence of compensatory intent.”  Id.            
          at 1246 n.4.  In this case, Mrs. Harrison’s 46-percent stock                
          ownership interest (with the other 54 percent in the hands of               
          nonadverse family members) indicates the existence of a potential           
          conflict of interest.  Moreover, there are several indications of           
          an intent to disguise profit distributions to Mrs. Harrison as              
          deductible salary payments:  (1) Petitioner has never declared or           
          paid a dividend, see O.S.C. & Associates, Inc. v. Commissioner,             
          187 F.3d 1116, 1121 (9th Cir. 1999), affg. T.C. Memo. 1997-300;             
          (2) during the audit years, petitioner’s total deduction for                
          officer compensation, on average, equaled 92 percent of pretax              
          income before that deduction, and Mrs. Harrison’s compensation              
          alone averaged 35 percent of pretax income for that period, see             
          Owensby & Kritikos, Inc. v. Commissioner, 819 F.2d at 1325-1326;            
          Pac. Grains, Inc. v. Commissioner, 399 F.2d at 607; O.S.C. &                
          Associates, Inc. v. Commissioner, T.C. Memo. 1997-300; (3)                  
          officer compensation was determined after the close of the                  
          taxable year, when profits for the year were either known or                
          could be estimated with reasonable accuracy, see Owensby &                  
          Kritikos, Inc. v. Commissioner, supra at 1329; Ecco High                    
          Frequency Corp. v. Commissioner, 167 F.2d 583, 585 (2d Cir.                 
          1948), affg. a Memorandum Opinion of this Court; Rich Plan of N.            
          New England, Inc. v. Commissioner, T.C. Memo. 1978-514.                     
               Petitioner attempts to discount the potential impact of any            
          circumstances indicative of disguised dividends or profit                   




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