Lookup this landmark case called Indopco v. Commissioner

1. Focus on the deductibility of merger fees with Morgan Stanley ($2,200,000 plus expenses of $7,586 & $18,000 legal fees) and Debevoise ($490,000 plus expenses of $15,069). National Starch also incurred $150,962 of legal fees). What is the basic issue between the IRS and Indopco?

2. How does IRC Section 162(a) apply?

3. Contrast IRC Section 162 to IRC Section 263 more specifically Treas. Reg. Section 1.263(a)4(b)? What is the difference between these two sections and its application to the merger fees paid.

4. Whose burden is it to prove whether IRC Section 162 applies?