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entered into after the change in control. For the reasons
outlined below, we agree with respondent.
The phrase “contingent on a change in the ownership or
effective control of the corporation” as used in section 280G is
not further defined in the statute. However, the legislative
history of that section provides that “a payment is to be treated
as contingent on a change of ownership or control * * * if such
payment would not in fact have been made to the disqualified
individual had no change in ownership or control occurred.” H.
Rept. 98-861, at 851 (1984), 1984-3 C.B. (Vol. 2) 1, 105; see
also Cline v. Commissioner, 34 F.3d 480, 486 (7th Cir. 1994)
(adopting foregoing standard), affg. Balch v. Commissioner, 100
T.C. 331 (1993). Furthermore, the General Explanation of the
Revenue Provisions of the Deficit Reduction Act of 1984 states
that “A payment generally is to be treated as one which would not
have in fact been made unless it is substantially certain, at the
time of the change, that the payment would have been made whether
or not the change occurred.” Staff of Joint Comm. on Taxation,
General Explanation of the Revenue Provisions of the Deficit
Reduction Act of 1984, at 201 (J. Comm. Print 1984). In this
regard, a payment may be treated as contingent on a change in
ownership or control even if the employment of the disqualified
individual receiving the payment is not voluntarily or
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