Catherine Wilson Nolen, on Behalf of Herself and All Other Stockholders of the Shaw-Walker Company v. The Shaw-Walker Company

McCREE, Circuit Judge.

We consider an appeal from the dismissal of substantially all of an eight-count complaint charging the improper accumulation of earnings by the Shaw-Walker Company for the years 1954 through 1967. A related case concerning this company has twice been before this court. In 1965, the Tax Court of the United States sustained a $1,-580,366.50 penalty tax asserted against the corporation under §§ 531 et seq. of the Internal Revenue Code of 1954, as amended, 26 U.S.C. § 531 et seq., for excessive accumulations of earnings during the Company’s taxable years ended June 30, 1955,…