Michael C. Callan and Thomas J. Callan, Jr. v. Commissioner of Internal Revenue

The issue here presented for review is whether certain transactions entered into by a dissolved corporation which, after dissolution, had been determined to be a personal holding company during a period of its existence, qualified for the deficiency dividends deduction under § 547 of the Internal Revenue Code.

Appellants each owned fifty percent of the stock of Callan Investment Company, a California corporation. On March 12, 1965, the corporation was dissolved and all assets and liabilities were distributed equally to the Callans in exchange for their capital stock. A certificate of winding…