Estate of Al J. Schneider, Donald J. Schneider, Personal Representatives, and Agnes Schneider v. Commissioner of Internal Revenue

FLAUM, Circuit Judge.

Al J. Schneider (“Schneider”) was the principal shareholder of American National Corporation (“ANC”), a holding company, which in turn owned 100% of the stock of Schneider Transport, Inc. (“Transport”). In 1974, 1975 and 1976 Schneider sold portions of his ANC stock to certain Transport employees who were participating in an employee stock ownership plan. Schneider reported these transactions on the 1974-76 federal income tax returns he filed jointly with his wife, Agnes Schneider, characterizing them as sales of capital assets which generated long-term capital gains. The…