Iron Fireman Mfg. Co. v. United States

Appellant sued to recover documentary stamp taxes exacted under § 800 and Schedule A-3 of the Revenue Act of 1926, 44 Stat. 99 , 101, 102, 26 U.S.C.A. §§ 900 , 908 (a), 902(b), 921(b) (1), providing, among other things, for a tax on the transfer of “rights to receive” corporate shares. The appeal is from an adverse judgment.

Appellant is an Oregon corporation. Originally its outstanding stock, amounting to 1,500 shares, was owned by four persons. On November 2, 1928, the shareholders, the corporation itself, and a third party entered into a written agreement for the reorganization and recapitalization of the corporation in order to increase its authorized capital to 200,000 shares. Under the terms of the agreement all of the shares were to be deposited with voting trustees. The details of the contract need not be enlarged upon further than to state that the increase in the capital stock was to be effected by the declaration of a stock dividend to the then stockholders “so that the entire authorized capital stock will be outstanding in the hands of the present stockholders.”

On November 14 appellant’s articles were amended by resolutions of the stockholders and directors to…