Campbell v. Carter Foundation Production Co‪.‬

In this appeal by the Government from a judgment in favor of the Taxpayer corporation, we are confronted with two questions. The first is whether amounts paid by Taxpayer to its sole stockholder were "interest on indebtedness" entitling Taxpayer to a deduction rather than non-deductible constructive dividends as urged by the Government. The second is whether Taxpayer, as a result of the transfer of assets from the Foundation to its wholly owned Taxpayer operating corporation, gets a stepped-up basis for purposes of depreciation and depletion. As the parties present this, it revolves around the question whether installment notes given by Taxpayer to its sole stockholder in payment for certain assets constituted "stock" or "securities" so as to make the transaction tax-free. The first question we answer favorably to Taxpayer and accordingly affirm that portion of the judgment. As to the second, the Government is correct and we reverse that portion of the judgment.