Affiliated Foods, Inc., A Corporation - Page 38




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         United States v. Miss. Chem. Co., 326 F.2d at 573 (citing Midland            
         Coop. Wholesale Oil Association v. Commissioner, 44 B.T.A. 824               
         (1941), for the stated proposition).                                         
              The legislative history of the 1962 Act indicates that, in              
         providing a statutory deduction for patronage dividends, the tax-            
         writing committees of Congress had in mind the price adjustment              
         theory.  S. Rept. 1881, 87th Cong., 2d Sess. (1962), 1962-3 C.B.             
         707, 822 (“patronage dividends represent price adjustments”); H.             
         Rept. 1447, 87th Cong., 2d Sess. (1962), 1962-3 C.B. 405, 485-486            
         (similar).                                                                   
                   d.  The Price Adjustment Theory Has Its Limits                     
              An examination of the limited caselaw on the subject and                
         scholarly and other authoritative writings convinces us that,                
         although the Federal income tax treatment of patronage dividends             
         may rest substantially on the price adjustment theory, a price               
         adjustment made by a cooperative may reduce its gross income even            
         if the adjustment does not qualify as a patronage dividend.                  
              It has long been understood that the distinguishing                     
         characteristic of a cooperative enterprise is the obligation of              
         the enterprise to distribute what may be called its “excess                  
         receipts” (or “net margins”) on a patronage basis.  See Packel,              
         Law of Cooperatives 248–249 (3d ed. 1956).  While there is some              
         question as to whether, with regard to a cooperative enterprise,             
         the concept of profit is appropriate (since the enterprise is run            







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