BLACKMUN, Circuit Judge.
The Commissioner determined deficiencies in the 1956 and 1957 federal income taxes of Sam Frank, Jr. and Willie L. McNatt (and their respective spouses). These deficiencies were attributable to determinations (1) that the taxpayers in acquiring shares of two insurance companies had received compensation and (2) that gains realized on the sale of shares of those corporations and reported as long term capital gains
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