- 13 - “loan” to Marc and thereby was exposed to the risk of repaying $204,222 of the Bank loan from his own pocket. Any such risk to petitioner was illusory. In the first instance, by virtue of Pleasant Prairie’s and Lakeview’s depositing (cumulatively) the entire $800,000 of the Bank loan proceeds into their Bank accounts contemporaneously with the Bank’s making the loan, there was no significant risk that the Bank would enforce payment against petitioner in the event of a default. Moreover, inasmuch as petitioner wholly owned and controlled these S corporations and their bookkeeping, they obviously were not going to act adversely to his interests. In any event, as a result of the December 15, 1998, merger of Marc, Lakeview, and Pleasant Prairie into a new C corporation wholly owned by petitioner, all purported loan obligations between petitioner and his S corporations were extinguished; i.e., after the merger, petitioner purportedly would have owed the new corporation $800,000, which would have been exactly offset by the $800,000 that the new corporation purportedly would have owed petitioner. These circumstances further denote “the inherent lack of substance in the loans.” Oren v. Commissioner, T.C. Memo. 2002- 172. In sum, we envision no realistic scenario in which petitioner’s purported loan to Marc would have or could have made him poorer. We hold and conclude that petitioner made noPage: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 Next
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