*1 433 (c) repre- (b) value of would $15.50 method sometimes reasonable One earnings price adjusted sent a employed diminution ratio to determine August of 8.03:1 on lack on 3 8.66:1 to a value attributable stock’s yield (based much October marketability how a dividend determine is to upon marketability rate) for a 50-eent annual dividend it would cost to create percent, percent 3.23 sold 46.76 and 46.21 E. Heekin stock. Had Albert subject 30,000 of book on respectively. value such dates shares which were through gifts August 3, of his on gross public underwriting a sales at CONCLUSION OK LAW price share, referred $18.98 Upon foregoing findings fact, compensa- finding the underwriter’s part judgment which are made a expenses have and other would herein, court concludes matter approximately amounted to $2.31 plaintiffs of law that are entitled Similarly, share. Heekin had James J. recover, recovery the amount of 40,002 sold the shares which were determined in accordance with Rule subject gifts of his on October (c). through underwriting public gross price sales a share $18.83 finding, also in said the un- referred to compensation
derwriter’s approximately have
would amounted to a share. The reduction from the
$2.29 gross prices
sales in both would cases percent. pro-
amount to 12.17 net
ceeds would thus have been $16.67 a 30,000 given by
share on the shares Al- ALLIED CHEMICAL CORPORATION August 3, bert Heekin on E. 1954 and v. 40,002 a share on the shares $16.54 The UNITED given by STATES. James Heekin on J. October No. 347-56. 1954. (a) Considering 71. the facts and United all States Court of Claims. forth, circumstances herein set July 1962. 30,000 fair market value Rehearing Denied Oct. 1962. 40,002 subject shares gifts August and October 1954 was a share. $15.50 Although
(b) the market for stocks of glass
the can container manufactur- ing companies fell somewhat between
August and October so that
ordinarily slightly lower value would be date, bright-
justified as of the latter prospects ened increased business resulting profits Company’s from the August upon decision to embark satisfy can
the beer business and to fur- largest ther the demands of its customer products, would, new the instance particular Company, tend to this general neutralize decline market
and make the stock at least valuable August 25 as October it had been on *2 Peyser, Jr., Washington, D. Theodore C., Atty.
D. with whom was Asst. Gen. Oberdorfer, Louis F. Ed- defendant. Smith, Lyle ward M. Turner S. Philip C., Miller, Washington, R. D. were on the brief. Judge.
WHITAKER, Plaintiff sues for a of excess refund profits and income taxes for the years 1945, 1946 and 1947. issues Two presented first, attorneys’ are: whether op- fees posing brought certain Exchange the Securities and Commis- (hereinafter, S.E.C.) sion deducti- “ordinary ble as business”, on a trade or capital expenditures incurred in the capital gain; second, realization of a whether loss incurred 1946 on cer- participation tain notes and certificates debt, is deductible as a bad or as worth- less securities held as assets. plaintiff’s case before us on mo- summary judgment tion for defend- summary judg- ant’s cross-motion for ment. The material facts have been stipulated. Those relevant first are as issue follows: plaintiff, hereinafter referred to “Allied”, corporation is a New York principal function, prior whose wholly- was the of securities of engaged owned subsidiaries that were process- business of manufacturing, selling ing, and chemical and related products. In 1941 and 1947 these sub- merged sidiaries were into Allied and operations their continued divisions Allied. business,
In addition to its chemical years prior through period, the 1940-1950 Allied also held government corporate various secur- including Light ities, stock American Virginia-Caro- Company, and Traction Corporation, lina Chemical Interlake Libbey-Owens-Ford Corporation, Iron Company, United States Cor- Glass Steel Joseph Becker, poration, Company, City, D. Air Reduction New York Amer- plaintiff. Corporation, Coleman, Lawrence A. Viscose ican and bonds New City, York the United briefs. States Government. affecting Light interest in Ameri- and matters with the stock Light Company.” (hereinafter, Ameri- can & Traction Traction can) firm for this The total retained a New York law are concerned. that we purpose. million 78.2 cost of stocks was all these dollars. *3 March, 1941, In ordered the S.E.C. Allied, Power, top on In 1925-1929 of com- the dissolution pany the acquired 234,912 business, of system, compliance shares the the of with preferred (44 percent requirement stock of a hold- the the Act that outstanding), preferred system a cost company of the at a be limited to 119,200 $7,098,620.81, companies. shares maximum of three tiers (4 percent of August, American common stock In ordered Rail- the S.E.C. outstanding) a cost ways common stock dispose to of its interests in $5,134,308.25. hold- These combined Amer- subsidiaries of American and that ings gave percent vot- Allied 10.7 dispose properties ican of certain of its ing power preferred “single integrated” in American. The a so to create par was a public-utility system. non-eallable with value fur- The S.E.C. per provided share. American’s charter respondents ther ordered that the make that, any liquidation or in the event of application entry to the S.E.C. for the winding up, dissolution or untary whether vol- appropriate additional to effect orders involuntary, integration. the holders of proceed- the ordered In the par plus ings would be entitled to followed, Allied’s counsel In the urged accrued dividends. 1930-1945 that S.E.C. direct Power and Rail- period, per a dividend of share ways $1.50 to divest themselves their inter- paid annually on American’s American, pointing out ests Thus, ferred. Allied’s interest Ameri- American had at time existed one inde- preferred produced $5,285,520 can’s pendently and that its assets fifteen-year period. income for this facility permit comply to it with to with integration requirements of section American, public utility holding com- 11(b) (1) and there- pany engaged whose subsidiaries in the advantages impair after would not production marketing electricity management, oper- of localized efficient gas, “grandson” itself subsidi- regulation. ation or the effectiveness of utility holding ary public company in a system. Light parent Its was United proceed- 1941 and 1944 Between Railways Company (hereinafter, ings were inactive. On November Railways), standing grandparent, and its Railways “Ap- and American filed apex system, at the was United S.E.C., containing plication 21” with Light Company (hereinafter, and Power purported comply to with Power). Railways percent owned 51 integration essence, In the 1941 order. voting Power, American. liquida- it called the dissolution and percent ownership with its 100 of Rail- American, accomplished, tion of part, to be ways, voting held indirect control of payment to the share- American. par equal an amount holders Exchange In the Securities outstanding, plus of the stock value ac- acting Commission, 11(b) hearings under section dividends. At crued Utility Holding the Public Application 21, opposed Allied’s counsel began Act of 79k(b), grounds U.S.C.A. application (1) § that: proceedings against Power, Railways, attempt an Plan was to use section bring and their subsidiaries to about a 11 to oust stockholders simplification corporate enterprise of their purpose struc- from the enriching ture. American, In stock; (2) view of Allied’s interest the common granted the Allied unfair because it did not afford Plan was legitimate leave to intervene in stockholders the respect order stock; (3) to be “heard with to all value their investment comply ancillary time, pro- At with the same in an Plan was not ceeding, opposed application of the Act. Allied or the terms an the S.E.C. orders seeking pro- approval American posal March, 1945, issued the S.E.C. substantially pipeline to invest in a contain- of Tentative Views” “Statement ing eight company. construction Allied contended relating conclusions tentative improper that it was invest assets giving procedure Au- effect speculative pipeline proj- American in a gust principal conclu- 1941 order. question possible ect when the sion, question before us so far yet dissolution of American had not been concerned, must be was that American determined. liquidated dissolved. development No further occurred until agreed answer, some *4 26, 1947, Railways June time S.E.C., prin- of but the views the plan, Applica- and American filed a new cipal opposition contentions were in 31, calling for continuation of Amer- the dissolution American. change ican without in its struc- On June the S.E.C. issued ture, participate in order for it to reported Opinion, Memorandum at 19 pipeline project top construction as the again S.E.C. 366. concluded that company integrated holding in an com- by American should be dissolved series system. pany response this, In Allied including steps, redemption the petition request- filed a with the S.E.C. preferred Accordingly, stock. when ing proceedings respecting Ap- that all hearings September-Novem- were held in plication stayed, 31 be that the S.E.C. ber, 1945, precise provi- to consider the bringing obtain court orders American sions of a that accord would compliance Act, into with the and that Opinion, the Memorandum Allied intro- it rehear and determine issue re- the duced witnesses on the value of the garding fair the investment value of the
preferred stock. These witnesses testi- preferred stock in American. fied that the fair investment value of preferred prayer American’s stock was S.E.C. denied Allied’s $39-40 per per par stay, hearings share —not the a proceed ordered $25 share that Likewise, by Application value. Railways in a filed brief Allied following urged December, it and American then that filed an amendment if Application providing pur- American’s stock were to for the liquidated, per plus fair investment value chase American at share $33 par —not the pre- value—should be on accrued dividends of all shares of liquidation, which the evidence ferred demon- stock American tendered to it strated price, to be $39-40 share. for sale at such conditioned approval final the S.E.C. and final April 30, 1946, On there was issued judicial approval pipeline “Findings Opinion Commis- project. opposed struction Allied this sion,” rejected wherein S.E.C. Al- arguing amendment, that the S.E.C. had lied’s contention that dissolution of already adversely passed upon the con- unnecessary. opinion American was presented, siderations therein that testimony discussed the of Allied’s ex- proposed pipeline project was unneces- perts per and concluded that $33 share sary, it that was unfair for the stock would be fair and stockholders, since $33, an offer of made equitable. entered, pend- No order was assumption on the American that would Application amendment 21 to continuing be a rather than dissolved opinion. Then, accord with because enterprise, inadequate, Ap- was and changes membership of the plication presented no true alterna- re-argument S.E.C., ordered, on the tive. question the amount to be preferred stock, 30, ap- with Allied’s On December counsel participating. Application 31, proved 27 S.E.C. provements holding fair. liquidation offer made to or betterments offered, November, 1948, any property or increase the value ** liqui- accepted, estate, Allied terms for in accord- stock dation of opinion We are at- these Application provisions ance with torneys’ neces- fees were Allied as amended. tendered sary expenses tax- on the $7,758,947.49. A ferred and received profit payer’s business. $660,326.68 reported in capital gain federal 1948 as on Allied’s foregoing As facts recitation of income tax return. shows, plaintiff’s principal function incorporation the time until By participation reason Allied’s wholly-owned was the proceedings, in- it the above-described engaged subsidiaries in the chemical litigation expenses 1940- curred over the addition, however, business. had totaling period $329,329, and in very large compa- of stocks in year period each accrued this engaged nies than other those on its as a business books deducted chemical business. Its total investment part par- expense the attributable to in such stocks amounted to 78.2 million year. ticular In 1945 Allied deducted *5 234,912 dollars. It held shares $127,781.27; 1946, $27,284.14; in in American, stock at a cost of 1947, $103,529.81. deductions, All of the $7,098,620.81, 119,200 and its shares of except years, for these al- three common, $5,134,308.25. aat cost of lowed. agreed parties The have that the ac- presented The issue these quisition of the stock in was American litigation taxpayer’s facts whether part business, a of Allied’s which at were deductible from holding confined time was income, taxpayer contends, as whether or companies. in stocks other does What they capital expenditures which holding company of a con- capital gain offset realized the sale on stated, Briefly sist of? serving it consists American, taxpayer’s stock in as the protecting holdings, and its influ- contends. Government directing encing, can, or when it man- agement companies in it Internal Revenue Code stock, so holds as to increase the value U.S.C.) provides (26 pertinent part: in its and the income to derived be gross 23. Deductions in- from “§ therefrom, dividends, the collection of computing In come. net income advantageous disposition of stocks shall be allowed as there deductions: management companies with in whose it satisfied; appears or Expenses. where “(a) it de- so, reinvesting pro- to and sirable do “(1) expenses. Trade or business ceeds, etc. general. “(A) In ordi- All the plaintiff acquired In 1941 assets necessary nary expenses paid and subsidiary companies chemical its during year or incurred the taxable operated branches, but its busi- them any on trade busi- in ness, stockholdings * * with relation to ness its *. companies and the other in American Items not deductible. “§ wit, same, remained the listed above to “(a) computing preserving protecting enhancing General rule. In income, any no its net deduction shall investment and real- the value respect much allowed of— case be ization of income therefrom as [*] n [*] n **»* possible. Any Exchange So, “(2) amount out for when Securities and buildings began permanent im- in 1940 or for
new
Commission
reorganize
utility
Then,
to
com-
is-
on June
S.E.C.
system
Opin-
panies forming the
of which sued what is called a Memorandum
bring
ion,
part,
a
them
but
American
to
which seems to have been of
so
Utility
dignity
conformity
publication
the Public
to
into
warrant
Holding
again
15 U.S. S.E.C. 366.
Act
concluded
Allied, quite properly,
proc-
seep,
dissolved,
C.A.
et
American
must
§
thought
it
intervene
ess which
it
stock should
August
proceedings.
be redeemed.
Railways,
the S.E.C. ordered
American’s
Hearings
part
were held in
latter
parent,
dispose
of its interest
year
of the
stock,
on the value of the
for Ameri-
American’s subsidiaries and
percent.
of which Allied owned 44
dispose
properties.
can to
of certain of its
Allied,
course, participated
in these
hearings
put
proof
support
hardly
It can
be denied that the tax-
payer’s
participation
proceed-
claim that
the stock was worth
in these
ings
pro-
part
$39
share.
$40
was a
its business of
tecting
conserving
its considerable
“Findings
When the
filed
holdings in American.
Opinion”
April 30, 1946,
re-
jected
taxpayer’s
Railways
contention that
S.E.C. directed
carry
dissolved,
propose plan
should not
American to
into
objective
creating
“single
found that
effect
integrated”
share,
public utility system.
worth
They
instead of the $25
offered.
proposal,
“Ap-
came in with a
known as
plication 21”,
provided
taxpayer appeared
the interim the
step
dissolution American. The first
in this
opposition
petition
ato
of American
*6
proposed
dissolution was the
permission
for
to
a
invest
substantial
redemption
preferred
of its
stock at $25
money
speculative
sum of
pipeline
a
share, plus
a
taxpayer
accrued dividends. The project.
opposed
Allied
this as an un-
had
in excess of
a
$30
investment,
objected
wise
and further
stock,
adoption
share
its
so that the
any
to
new venture until the matter of
proposal
of this
would have resulted in
finally
dissolution was
determined.
share,
a
to
despite
loss
it
a$5
fact that it insisted its stock was in fact
appear
It would
taxpayer’s partic-
worth more than it
ipation
had
for it. Con-
proceeding
in this
also was di-
sequently, in order to conserve its in-
conserving
rected toward
its investment.
vestment,
opposed
proposed
it
dis-
No action was taken
S.E.C. on Amer-
solution of American.
application
ican’s
to
pipe-
invest in this
March, 1945,
the S.E.C. issued a
prior
26,
line venture
to June
at
Views”,
“Statement of Tentative
in which time
Application
American filed
which it advanced the idea that Ameri-
proposed
31. In it American
that S.E.C.
taxpayer
can
should
dissolved. The
constituted,
it to
allow
continue as then
resisted the dissolution.
redemption
without
its
point,
Up
least,
to
stock,
this
at
permitted
it must be
it
and that
to invest
expenses
conceded that
pipeline
incurred
venture. Allied contin-
taxpayer
carrying
were in
oppose
pipeline
venture, and,
its
to
ued
protecting
conserving
business
apparently
opposition
its
it,
because
itsof
to
dispose
It
investment.
did not want to
prevent
it abandoned its effort to
dissolu-
stockholdings
American,
its
American.
tion of
and asked the S.E.C.
keep
they
them
bring
wanted to
were. a court order to
to obtain
Ameri-
expenses
not
were
incurred
order
compliance
to
can into
with the Public:
Holding
dispose
profit.
Utility
of its
at
Act.
a
company,
Applica-
we think
in that
investment
its
then amended
American
necessary ex-
redemption
expenditures
a
the
pense
were
provide for the
tion 31 to
share,
taxpayer’s
busi-
on the
stock
conserving
holdings,
pipe-
and not
approval
ness of
its
upon
of the
conditioned
realizing
primary purpose
for the
capital gain.
December
line
On
venture.
gain
31.
That
resulted
Application
approved
the S.E.C.
consequence
of-
of the
the contest was
Then in November
on-
taxpayer’s
to hold
effort
for its
unsuccessful
a share
fered Allied $33
being
accepted.
forced
stock,
of its
to its investment and
and the offer was
ferred
Later,
disposed
sell,
com-
and does
alter the nature
its
also
Allied
expenditures.
mon
in American.
stock
reasoning
line
This is in
profit
$660,326.68
realized a
Corp.
Allegheny
the Tax Court
v.
stock,
redemption
of its
peti-
Commissioner, 28
298.
T.C.
gain.
reported
it
a closed-end in-
tioner
that case was
opposition
the course
company
vestment
sole
whose
beginning in
proceedings,
dissolution
1940,
management
in,
was investments
disposed
after it
and until
in,
other
investments
securities
in November
companies.
a substantial
Petitioner had
$329,329for
paid out a total of
Missouri
of common stock of the
litigation
years in
expenses.
In the
Company. In
Railroad
Mis-
Pacific
1945;
spent $127,781.27
question
it
place
Pacific was
souri
forced
$27,284.14
1946;
$103,529.81 in
jurisdiction
property under the
1947.
courts and
I.C.C. for reor-
federal
ganization
reason,
no ex-
under section 77
the Bank-
For
for which
some
offered,
ruptcy Act,
planation
205.
U.S.C.A.
Various
these
§
reorganization
proposed
years
plans
allowed for all
before
wiped
petitioner’s
which would have
out
after
but not
them,
interest,
expended
for each
think all of
common stock
We
opposing
plans
years
$541,113.64
are in
They
seeking
adoption
category.
all of the same
of a
same
are
*7
they
spent
preserve
for
A
all
investment.
nature. We think
were
would
gave recogni-
finally adopted
primary purpose
preventing the
the
of
was
American,
stock,
to the value
the common
dissolution of
serving
and thus
holdings
plaintiff’s
petitioner
in that
new shares
intact
received
exchange
company,
subsequent sale
for the old.
and that
common
The
original
incidental to its
cost basis of the common was
its stock was
prevent
$31,032,312.
dissolu-
The market value of
effort to
the
unsuccessful
through
advantageous
exchange
acquired
the
tion. An
its stock new stock
sale of
any
$9,256,500. The
decision
for
of the
court’s
al-
was not the reason
penditures
ex- was
lowing
expenses
deduction
until it
evident that
the
of the
in-
became
upon
by
petitioner
prevented.
the
was based
could not be
curred
sale
finding
purpose
that the
the
ex-
by
expenditures
The
were caused
protection
penditures
of its in-
by
initiation
S.E.C.
vestment.
Except
the dissolution American.
purpose
that was
think
We
expenses
this,
would not have
at bar.
case
proceedings in
been incurred. Since the
litigation
present
expenses
is unlike
were in-
The
case
Towanda
Textiles,
by
States, Ct.Cl.,
Inc. v.
curred
initiated
and since
United
were
taxpayer
F.Supp.
objective
373. The
their
was the
of 180
that
dissolution
being
dissolution,
case,
came
which would
within
have resulted
American,
gain
providing
taxpayer
no
that
a loss
of its attractive
the section
or
recognized by
cor-
pp. 373-374,
be
Court said
loss should
at
65 S.Ct. at
page
poration
property.
from sales
1236:
“
During
taxpayer’s
dissolution,
*
one
* *
expenses
Such
need not
destroyed by
buildings
fire.
or-
directly
production
relate
to the
it,
attor-
der
the insurance
to collect
income for
is
business.
neys
employed.
insurance
had to
The
be
enough
expense,
that
if ‘ordi-
prop-
base for
collected exceeded the
erty,
nary
necessary,’
directly
resulting
non-recognizable cap-
in a
proximately
nected with or
results
gain.
purpose
ex-
ital
Since the
from the conduct of the business.
penditure
this
realization of
was the
States, supra,
Kornhauser v. United
gain,
expense
realiz-
held that the
we
219, 220,
443 re- changed to the S.E.C. wished demanded stance its when it by 1945, which, deem the shares and dissolved. be that American the mini- Allied was certain to receive at contrary that, My conclusion mum) Efforts amounted to $25. legal expendi- position, all the court’s asset, paid an retrieve what for one has of the not to 1948 were tures from 1940 accept par, rather than to be forced to earlier ones same nature. do not the case out of the value- move undoubtedly primary end increasing category of class into the venting but the dissolution dealing preservation and those with the 1945, latter half those made in the Allegheny assets, conservation only years 1947—the and in 1948 and supra (in Corp., destruction which total purpose of the main involved here —had threatened). of the investment was increasing be Allied would the sum which Textiles, Inc., supra, Towanda it was paid for its stock. not certain in advance the insurance that prin crystallization That of Allied’s ultimately paid by insurer would 1945-1947) cipal objective (during (or turn be out to more than the cost brings case, believe, I rule our within the basis) property, this court legal (and expenses) paid that fees like attorneys nevertheless held the fees of, and in an effort to increase the value obtaining expended which had been for higher price for, obtain a asset proceeds the insurance not to deduc- be ordinary are not deductible and neces ordinary expenses. tible sary expenses. Com Ward v. expenditures Allied’s that On the view missioner, (C.A.9); 224 Mun F.2d 547 (and perhaps legal for for 1945 fees for (C.A.3), McGinnes, son F.2d v. 283 333 1946) those between were divided denied, 880, 171, cert. 364 81 U.S. S.Ct. preventing dissolution cerned 103; Paper 5 L.Ed.2d Victoria Mills Co. increas- directed to those American and Commissioner, 667, v. 32 B.T.A. af on the value firmed, per curiam, (C.A. 83 1022 F.2d sent to dissolution, this case should 2).3 This court’s decision in Towanda 38 Commissioner, Rule under Trial Textiles, States, Ct.Cl., Inc. v. United and to de- (c), allocation such an to make F.Supp. 373, effect; 180 is to the same any, recovery, if amount of termine the ruling paid attorneys was that fees plaintiff ade- can show If for building to collect insurance on a burned legal expenses for quate proof that were not deductible as an portion di- substantial included a 1946 necessary expense. The Court’s Tax preventing the dissolution rected to opinion Allegheny Corp. v. Commis increasing distinguished (as from Allied sioner, opposed. 28 T.C. is not That preferred on distribu- the value fighting reorganization of such tion), definite division and that a plans entirely wiped which would have had, expenditures similar alloca- can be stock; out its common its main interest year. be made should preserve was to investment premised for refunds claims Plaintiff’s destruction, merely total to increase legal expenditures for services on the value of the on shares distribution outright. (On rejected 1947 should (see 303-304). 28 T.C. at entirely case I in the issue the other it does not seem In that connection Whitaker.) Judge agree with present case that material Judge, joins in JONES, the dis- Chief stock while parties (at par which other sent. value Commissioner, Naylor contrary holding v. 3. L.Ed. 248. v. Com Heller (C.A. 5), (C.A. 9), seems to rest missioner, F.2d cert. F.2d 376 attorneys fees denied, view that the the court’s U.S. 65 S.Ct. proceeds for collection effect of L.Ed. turned prior then-prevailing of stock. v. sale rule in Dobson Commissioner, 320 U.S. 64 S.Ct. notes these one Since It is so ordered. course, they, months, matured in six coupon attached, Judge; DURFEE, LARAMORE, had stipulation one but why they explain Judge, does not concur. says maturity. of such short were they Judge DAVIS, (dissenting part). in time, “replaced” from to were time quite I Because read the record dif- April 1921. but the last issue was ferently, I that dissent from the they Apparently, from that time on re- plaintiff is entitled to deduct an ordi- in default mained in default nary necessary expense business aM they transferred to the tax- when payer legal 1945, 1946, fees in 1922. in agree that, I 1947. with the court by However, the notes were secured beginning the through of the S.E.C. Mortgage and, percent Bonds First the first half of Allied was hence, one of the notes had the holder of seeking plainly to in conserve stake collect his debt. recourse to the bonds to company keep American and to that were, the bonds their What the terms of from dissolution. But the situation maturity security, their we do not changed, my view, during year know. 1945, after the Memor- S.E.C. issued its So, that do we have notes come within Opinion 2, 1945, andum of June reiter- defining statute securi- the words ating its conclusion that American was ties, and which were secured First dissolved, also, providing, to be that Mortgage percent Bonds. On the stock should redeemed meager presented, we hold facts cannot equitable at a fair and amount. that At the Commissioner of that the action of point accepted, essentially, the dis- Internal Revenue was error in disal- settled, solution of American as and di- lowing the deduction as a bad debt. The showing primary rected its efforts to is, course, action of the Commissioner had a value much presumptively correct. higher par than which it was stage is entitled receiving. Plaintiff to deduct an at that assured of Al- expense though oppose Allied continued to disso- attorneys’ 1945,1946 presentation fees and lution in its to the Com- stipulated. (and 1947 in the amounts It is not some mission in extent in as bad 1946),1 entitled deduct debt the notes its briefs and memoranda to the (which that became worthless but is are record before us) entitled treat them as a loss show that chief concern was the only. highest possible Plaintiff’s and defendant’s mo- valuation of the stock.2 summary judgment certainly are tions allowed That was its interest in 1947 again April ble;” ruled on 1. The Commission and its statement its brief support application that American should be dis- for reimburse- solved, 22 S.E.C. 704. ment of that “So far as Allied principal question concerned, re- See, g., maining Allied’s statements in its brief e. [after Commission’s deci- (after hearings hearings of December 1945] sion of June 1945) September principal Application that “the 21 was the amount which which will be contention made in this should awarded treatment brief accorded stockholders the termination their enterprise.” interest