New York Guangdong Finance, Inc. - Page 25




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          Corp. v. Commissioner, 336 U.S. 422, 437 (1949).  In Natl.                  
          Carbide Corp., the Supreme Court held that a parent-subsidiary              
          relationship does not qualify as an agency relationship unless              
          the subsidiary corporation’s relationship with its parent                   
          corporation is not dependent on the parent corporation’s                    
          ownership of the subsidiary (the ownership requirement) and the             
          subsidiary’s business purpose is “carrying on * * * the normal              
          duties of an agent.”  Natl. Carbide Corp. v. Commissioner, supra            
          at 437.  The Supreme Court further held that, if these two                  
          criteria are satisfied, a subsidiary will qualify as an agent of            
          its parent corporation if (1) the subsidiary acts in the name of            
          and for its parent corporation, (2) the subsidiary binds its                
          parent corporation by its actions, (3) the subsidiary transfers             
          its receipts to its parent corporation, and (4) the income                  
          received by the subsidiary is attributable to the services of its           
          parent corporation’s employees and assets.  Id.                             
               In Bollinger, the Supreme Court revisited the factors                  
          identified and discussed in Natl. Carbide Corp. in deciding                 
          whether a corporate nominee was the agent of several real estate            
          development partnerships.  There the Supreme Court “[declined] to           
          parse the text of National Carbide” and agreed “that it is                  
          reasonable for the Commissioner to demand unequivocal evidence of           
          genuineness in the corporation-shareholder context”.                        
          Commissioner v. Bollinger, supra at 349.  The Supreme Court                 







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