G. E. Employees Securities Corp. v. Manning

Middle West Utilities Company, a holding company, incorporated in 1912, went into receivership in 1932. A petition for reorganization of the Company under Section 77B of the Bankruptcy Act, 11 U.S.C.A. § 207, was filed in 1934 and a plan of reorganization was approved by decree in 1935. As part of the plan the assets of the Company were transferred to a newly formed corporation, Middle West Corporation; 90% of the Corporation stock was issued to the creditors of the Company and the remaining 10% to its preferred and common stockholders. G. E. Employees Securities Corporation, the plaintiff, had purchased prior to 1932 47,301 shares of common stock of the Company at a cost of $734,668.00 and 2,000 shares of preferred stock at a cost of $209,645.54. In 1936 pursuant to the plan and in exchange for its shares of preferred and common stock of the Company the plaintiff received shares of stock of the Corporation and warrants to subscribe for an equal number of shares. The plaintiff sold the stock and warrants in 1936 and received $15,154.86 in cash therefor. The expenses of the sale amounted to $171.32. The plaintiff sought to deduct from its 1936 gross income the loss sustained by it as a result of its investment in the Company stock but was not allowed the deduction on the ground that the stock had become worthless prior to 1936. The Commissioner assessed a deficiency. The plaintiff paid under protest and brought suit for the recovery of the amount so paid against the collector of internal revenue in the District Court for the District of New Jersey. The case was tried to the court without a jury upon a stipulation of facts. The court entered judgment in favor of the defendant. 1941, 42 F.Supp. 657. The court later denied the plaintiffs motion for a new trial, amended and additional findings of fact and amended conclusions of law.