Hubert Enterprises, Inc. and Subsidiaries, et al. - Page 45

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          become an owner of ALSL and never became such an owner.  ALSL’s             
          owners, on the other hand, who were themselves indirect owners              
          and insiders of HEI, did choose to become ALSL’s owners.  They              
          did this not by using their personal funds to pay for their                 
          equity but by using HEI’s funds.  Distributions by a corporation            
          are treated as dividends to a shareholder (to the extent of the             
          corporation’s earnings and profits, see Estate of DeNiro v.                 
          Commissioner, 746 F.2d 327, 332 (6th Cir. 1984)) if the                     
          distributions are made for the shareholder’s personal benefit               
          without any expectation of repayment.  See Hagaman v.                       
          Commissioner, 958 F.2d 684, 690-691 (6th Cir. 1992), affg. and              
          remanding T.C. Memo. 1987-549; J.F. Stevenhagen Co. v.                      
          Commissioner, T.C. Memo. 1975-198, affd. 551 F.2d 106 (6th Cir.             
          1977); see also Shedd v. Commissioner, T.C. Memo. 2000-292; Davis           
          v. Commissioner, T.C. Memo. 1995-283.  Such is so even if the               
          funds are not distributed directly to the shareholder.  See Rapid           
          Elec. Co. v. Commissioner, 61 T.C. 232, 239 (1973); see also J.F.           
          Stevenhagen Co. v. Commissioner, supra.                                     
               HEI had no equity in ALSL, and HEI’s transfers of the funds            
          to ALSL enhanced the controlling settlors’ investments in ALSL;             
          e.g., the controlling settlors never made any capital                       
          contributions to ALSL from their personal funds but still                   
          received interests in ALSL totaling 60 percent.  The transfers              
          also were made without a reasonable expectation of repayment.               






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