Square D Company and Subsidiaries - Page 66

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          (and consequently petitioner) to become legally obligated to pay            
          some of the commitment fee and all of the legal fees.  At the               
          same time, Schneider, which was originally responsible for both,            
          was not absolved of its responsibility.                                     
               While we conclude that Schneider, and not petitioner, bore             
          the legal obligation to pay most of the commitment fee and                  
          originally bore the obligation for the legal fees, this is not              
          dispositive of whether petitioner is entitled to deduct these               
          amounts.  As more fully discussed below, a corporation may in               
          certain circumstances deduct expenditures incurred on its behalf            
          by a shareholder, where it makes reimbursement.                             
               B.   Reimbursed Expenses                                               
               As a general matter, a taxpayer may not deduct payments                
          voluntarily made on another’s behalf, even where there is a moral           
          obligation to do so.  Williams v. Commissioner, T.C. Memo. 1960-            
          19.  Indeed, this is true even where the cost would have been               
          deductible had the taxpayer incurred it.  Id.  Moreover,                    
          corporations generally may not deduct payments made that                    
          discharge shareholder obligations.  Justice Steel, Inc. v.                  
          Commissioner, T.C. Memo. 1980-466.                                          
               Petitioner advances two arguments to support its contention            
          that legal obligation does not control under these facts.  First,           
          petitioner argues that the costs associated with obtaining a loan           
          are deductible by the person who receives the loan proceeds.                






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