Square D Company and Subsidiaries - Page 58

                                       - 37 -                                         
          amended petition, respondent denied petitioner’s entitlement to             
          the deduction.                                                              
                                       OPINION                                        
          I.   Loan Commitment and Legal Fees                                         
               In its amended petition, petitioner asserted entitlement to            
          a deduction in 1991 for the $1,056,020 that Schneider billed                
          petitioner that year to reimburse Schneider for paying the loan             
          commitment fee.19  Also, petitioner claimed a deduction on its              
          1991 return for legal fees it paid to Rogers & Wells in that                
          year.  Respondent disputes petitioner’s entitlement to both.                
               As a preliminary matter, we note that respondent has not               
          suggested that these costs are typical acquisition costs, which             
          must be capitalized as costs of the asset acquired.  See, e.g.,             
          INDOPCO, Inc. v. Commissioner, 503 U.S. 79 (1992); A.E. Staley              
          Manufacturing Co. & Subs. v. Commissioner, 105 T.C. 166 (1995),             
          revd. and remanded 119 F.3d 482 (7th Cir. 1997).  Petitioner                
          asserts that the costs at issue are loan acquisition costs, which           
          are capitalized as the cost of the loan and may be amortized over           
          the life of the loan to which they relate.20  See Anover Realty             

               19 Petitioner paid Schneider’s invoice in 1993.                        
               20 We note that, to the extent the loan commitment fee and             
          related legal fees are treated as petitioner’s costs, they might            
          be considered stock reacquisition costs, the deduction of which             
          is generally prohibited under sec. 162(k)(1).  However, sec.                
          162(k) expressly distinguishes between “amounts properly                    
          allocated to indebtedness and amortized over the term of such               
                                                             (continued...)           





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