Payments Made in Settlement of Lawsuit Involving Corporate Reorganization Along With Legal Fees Are Nondeductible Capital Expenditures.

The plaintiff, a company that manufactures and sells cement, reorganized.  As a result of the reorganization, a minority shareholder filed a class action suit against the plaintiff claiming that the reorganization constituted self-dealing amongst controlling family members and unfairly diluted the stock of the minority shareholders.  The plaintiff paid $15 million to a trust for the class in settlement of the litigation and also incurred $43,345 in legal fees.  The plaintiff deducted the settlement payment and the legal fees as ordinary and necessary business expenses, but the IRS claimed the amounts were nondeductible capital expenditures.  The court agreed with the IRS on the basis that the amounts originated from or "proximately resulted" from the reorganization transaction.  Ash Grove Cement Company v. United States, No. 13-3058, 2014 U.S. App. LEXIS 7505 (10th Cir. Apr. 22, 2014).