Legal Opinion

Superior Beverage Co. v. Commissioner

United States Tax Court

Decided August 28, 1972No. Docket Nos. 6725-70, 6726-70, 6727-70Published

Held: Stock owned by the minority shareholder-employees of three corporations constituted "excluded stock" under sec. 1563(c)(2)(B)(ii), I.R.C. 1954, because identical provisions contained in the bylaws of each corporation which, in substance, prohibited the sale of any outstanding stock without first offering it to the company and thereafter to the other shareholders in the event that the company did not exercise its option to purchase (1) substantially restricted or…

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Held: Stock owned by the minority shareholder-employees of three corporations constituted "excluded stock" under sec. 1563(c)(2)(B)(ii), I.R.C. 1954, because identical provisions contained in the bylaws of each corporation which, in substance, prohibited the sale of any outstanding stock without first offering it to the company and thereafter to the other shareholders in the event that the company did not exercise its option to purchase (1) substantially restricted or limited the rights of the minority shareholder-employees to dispose of their stock ( Barton Naphtha Co., 56 T.C. 107); and (2)…

1Opinion of the Court

Superior Beverage Company of Marysville, Inc., et. al., 1 Petitioners v. Commissioner of Internal Revenue, Respondent

Superior Beverage Co. v. Commissioner

Docket Nos. 6725-70, 6726-70, 6727-70

United States Tax Court

58 T.C. 918; 1972 U.S. Tax Ct. LEXIS 68;

August 28, 1972, Filed

Decisions will be entered under Rule 50.

Held: Stock owned by the minority shareholder-employees of three corporations constituted "excluded stock" under sec. 1563(c)(2)(B)(ii), I.R.C. 1954, because identical provisions contained in the bylaws of each corporation which, in substance, prohibited the sale of any outstanding…

2Cases cited14 opinions

  1. Pepper v. LittonSupreme Court of the United States · 1939
  2. Commissioner v. South Texas Lumber Co.Supreme Court of the United States · 1948
  3. Bingler v. JohnsonSupreme Court of the United States · 1969
  4. Jones v. H. F. Ahmanson & Co.California Supreme Court · 1969
  5. United States v. ByrumSupreme Court of the United States · 1972

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