Merrill Lynch & Co., Inc. & Subsidiaries - Page 66




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          not required, whether the redeeming corporation and the redeemed            
          shareholder have demonstrated their intention to consummate the             
          alleged plan in some meaningful way is an important factor.                 
          Bleily & Collishaw, Inc. v. Commissioner, supra at 757                      
          (“Collishaw had agreed to the sale of all its shares and to the             
          purchase price.  As noted before, the fact that the agreement was           
          not binding is not dispositive.”); Niedermeyer v. Commissioner,             
          supra at 291 (“Petitioners could easily have changed their minds            
          with regard to any intent to donate the preferred stock.  Clearly           
          petitioners’ decision to donate the preferred stock has not been            
          shown to be in any way fixed or binding.”).  If the taxpayer is             
          the sole shareholder of a closely held corporation and could                
          easily change his mind regarding the implementation of the                  
          alleged plan, this Court has demanded compelling evidence of the            
          taxpayer’s commitment to the plan before it will find that a firm           
          and fixed plan existed.  Niedermeyer v. Commissioner, supra at              
          291.  If, however, the taxpayer is a shareholder of a more                  
          broadly held close corporation or a publicly held corporation,              
          this Court’s analysis has focused primarily on the redeeming                
          corporation’s commitment to the plan.  For example, in Roebling             
          v. Commissioner, supra at 55, a case involving the periodic                 
          redemption of a banking institution’s preferred shareholders, we            
          stated that--                                                               
                    While we realize that this redemption plan was                    
               subject to the financial condition of the bank and the                 





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