Chief Industries, Inc. and Subsidiaries - Page 21

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          petitioner is entitled to deduct the portion of its payment to V.           
          Eihusen relating to the employment agreement.                               
               In sum, we find petitioner’s payment of $3,082,710 to V.               
          Eihusen to be deductible under section 162(a) as an ordinary and            
          necessary business expense.  Because we conclude that the entire            
          payment is deductible, we need not and do not apportion that                
          payment between the litigation settlement and the employment                
          agreement.                                                                  
          2.   Section 162(k)                                                         
               Respondent argues that petitioner may not deduct the payment           
          of $3,082,710 because it was made in connection with a                      
          reacquisition of stock under section 162(k)(1).  We disagree with           
          respondent.                                                                 
               Section 162(k)(1) disallows an “otherwise allowable”                   
          deduction for any amounts “paid or incurred by a corporation in             
          connection with the reacquisition of its stock”.  By enacting               
          this provision in 1986, Congress wished to provide expressly that           
          all expenditures incurred in reacquisition by a corporation of              
          its own stock are nonamortizable capital expenditures.  In that             
          the record establishes that petitioner’s redemption of its shares           
          owned by V. Eihusen was a “reacquisition” under section 162(k),             
          our inquiry focuses on whether petitioner’s payment of $3,082,710           
          to V. Eihusen occurred “in connection with” that reacquisition.             








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