Woodward v. Commissioner
United States Supreme Court
397 U.S. 572 (1970)
Woodward and others (collectively, the majority shareholders) (plaintiffs) were majority shareholders in the Telegraph-Herald, an Iowa newspaper. When a dispute arose among the shareholders, the dissenters exercised their appraisal rights under state law and sought to require the majority shareholders to purchase the dissenters’ shares at their real value. When the parties could not agree on the value of the dissenters’ shares, the district court ordered an appraisal, for which the majority shareholders paid more than $25,000 in attorneys’, accountants’, and appraisers’ fees. The majority shareholders sought to deduct these fees under Internal Revenue Code § 212, which allowed the deduction of ordinary and necessary expenses incurred in connection with income-producing property. The commissioner of Internal Revenue (defendant) disallowed the deduction, and the majority shareholders appealed to the United States Tax Court. The tax court affirmed the commissioner, and Woodward and the majority shareholders appealed to the United States Court of Appeals for the Eighth Circuit, which affirmed the tax court’s denial of the deduction. The majority shareholders appealed to the United States Supreme Court.
Rule of Law
Holding and Reasoning (Marshall, J.)
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