Opinion
No. 42580.
March 4, 1935.
Charles H. Le Fevre and Howard S. Le Roy, both of Washington, D.C. (S.R. Zimmerman, of Lancaster, Pa., on the brief), for plaintiff.
Guy Patten, of Washington, D.C., and Frank J. Wideman, Asst. Atty. Gen., for the United States.
Before BOOTH, Chief Justice, and GREEN, LITTLETON, WILLIAMS, and WHALEY, Judges.
Action by Raybestos-Manhattan, Incorporated, against the United States.
Petition dismissed.
Plaintiff sues to recover $7,620.24 with interest, representing a transfer stamp tax of 2 cents a share collected under Schedule A (3), tit. 8, § 800, of the Revenue Act of 1926 ( 26 USCA § 901 and note, Schedule A (3) on the number of shares of its no-par-value capital stock issued in consideration for the assets acquired by it from the Raybestos Company and the United States Asbestos Company, namely, 267,012 shares and 114,000 shares, respectively, totaling 381,012 shares. These shares were issued to the stockholders of the two corporations mentioned, pursuant to the direction of such corporations. These shares constituted the consideration for sale, transfer, and assignment by the Raybestos Company, a Connecticut corporation, and the United States Asbestos Company, a Pennsylvania corporation, of their entire property and assets to plaintiff, and the tax was exacted by the Commissioner as a tax on a transfer by the selling corporations of their "rights to receive such shares" to their stockholders.
Plaintiff contends that as such shares were issued directly to the stockholders of the former corporation in accordance with the plans under which the transactions were carried out, there was no transfer of any right to receive such shares by the corporations whose assets were taken over and that the stock was not otherwise subject to the 2-cent tax under the statute.
Special Findings of Fact.
1. The plaintiff, a New Jersey corporation with principal office in Passaic, was organized in 1929.
Its total authorized capital stock consists of 1,000,000 shares of common stock without nominal or par value. All such shares issued and outstanding, that are hereinafter mentioned, were issued as full-paid and nonassessable shares.
2. At the time of its incorporation, and for many years prior thereto, three separate and distinct industrial corporations, namely, the Raybestos Company, the Manhattan Rubber Manufacturing Company, and the United States Asbestos Company, existed and were doing business, each of which was owned, controlled, and operated by entirely distinct and different interests, stockholders, and directors, and none had any interest, direct or indirect, in the business, assets, or properties of the others. The general character of each of the corporations, its business and assets, was as follows:
Raybestos Company.
The Raybestos Company was incorporated under the laws of the state of Connecticut, on October 14, 1916, and succeeded to a business which had been established for more than twenty years at that time. At all times since its incorporation until the sale of its assets and business to plaintiff, it was engaged in the manufacture of standard and specialized articles from asbestos; its principal products being "Raybestos," brake lining and clutch facings for automobiles. It was a pioneer in the industry — the original loom on which "Raybestos," was woven having been one of the first looms designed in America specifically for weaving asbestos brake lining. Through constant research in the origination, development, and improvement of friction fabrics for brakes and clutches, it kept pace with the progress of the automotive industry, and, at the time of the acquisition of its assets by the plaintiff herein, it was the largest purchaser and consumer in the world of long-fiber asbestos for spinning. It has spent, since its incorporation, more than $2,000,000 in advertising its products and name. There were over 3,500 service stations located throughout the United States and Canada licensed by it, and, in addition, over 40,000 garages which carried its products for replacement work. It also distributed its products in Europe through an agency maintained in London, England.
The main plant of the company was located in Bridgeport, Conn., with auxiliary plants owned directly or through subsidiaries in Stratford, Conn., and Peterborough, Canada. Through its wholly owned subsidiary, General Asbestos Rubber Company, a South Carolina corporation, it also owned the largest asbestos spinning plants in the world, located in North Charleston, S.C. The property owned by it included a plant consisting of a parcel of land in Bridgeport with seven factory, four storage, and other miscellaneous buildings, a fifteen-acre factory site in Stratford, Conn., with three factory and seven miscellaneous buildings, and housing properties in Fairfield and Stratford, Conn. The property of its subsidiary, General Asbestos Rubber Company, included eighty-seven acres of land in North Charleston, S.C., with 5 main buildings, auxiliary buildings, and 248 dwellings for employees.
Manhattan Rubber Manufacturing Company.
The Manhattan Rubber Manufacturing Company was incorporated under the laws of the state of New Jersey, on October 28, 1933, and was engaged in the manufacture of mechanical rubber goods. Its chief products were transmission and conveyor belting, suction and fire hose, press rolls, and packing material. The sales of this company grew from approximately $2,000,000 in 1905 to more than $11,000,000 in 1928. Its plants were located at Passaic and Whippany, N.J. It maintained sales branches in the principal cities of the United States and had distributors in foreign countries. Its property included 10.8 acres of land at Passaic, N.J., with thirty-one factory buildings, other storage and auxiliary structures, and ten frame buildings on fifty-seven acres of land.
United States Asbestos Company.
United States Asbestos Company was incorporated under the laws of the commonwealth of Pennsylvania on August 24, 1906. It was engaged in the manufacture and sale of asbestos products, "Grey Rock" brake lining, clutch facings, asbestos cloth, high pressure packing, braided packing, gaskets, and other products, which it widely distributed to the manufacturing or wholesale trade. In 1928 it produced approximately 15,000,000 feet of brake lining and over 2,000,000 pieces of clutch facings. Its plant was located at Manheim, Pa., and consisted of eight factory buildings, thirty other miscellaneous buildings, and four dwellings.
3. On May 14, 1929, the Raybestos Company, the Manhattan Rubber Manufacturing Company, and the United States Asbestos Company entered into a written agreement, signed by the president of each, respectively, subject to the necessary action by directors and stockholders, in which, among other things, it was provided:
"1. A consolidated company shall be formed which either directly or through subsidiaries, using such method as may be approved by counsel, shall own the entire assets of each of the above-named companies. Such consolidated company may be any one of the existing companies or may be a new corporation formed for the purpose under the laws of such State as the parties shall determine.
"2. The capitalization of the consolidated company shall consist of 1,000,000 shares of common stock, such shares to be of no par value and all of one class. Of such authorized stock 631,012 shares shall be issued in exchange for or replacement of the shares of common stock of the companies now outstanding, and 45,000 shares shall be sold for cash, as hereinafter provided.
"3. The basis of the issue of stock of the consolidated company for or in replacement of stock of the above-named companies shall be as follows:
"(a) In the case of Raybestos, for the outstanding common stock of that company, consisting of 118,672 shares, there shall be issued 267,012 shares of the consolidated company, each stockholder of Raybestos receiving 2 25/100 shares of the consolidated company for each share of Raybestos common stock.
"(b) In the case of Manhattan, for the outstanding common stock of that company, consisting of 200,000 shares, there shall be issued 250,000 shares of the consolidated company, each stockholder of Manhattan receiving 1 25/100 shares of the consolidated company for each share of Manhattan common stock.
"(c) In the case of United States, for the outstanding common stock of that company, consisting of 100,000 shares, there shall be issued 114,000 shares of the consolidated company, each stockholder of United States receiving 1 14/100 shares of the consolidated company for each share of United States common stock.
"4. The consolidated company will sell to Hayden, Stone Co., Hemphill, Noyes Co., and the Equitable Trust Company, all of New York City, or their nominees, 45,000 shares of stock for $30 per share in cash, under the terms of an agreement substantially in the form hereto annexed, the proceeds of such sale to be used to replace cash required for the retirement of the existing preferred stocks of Raybestos and United States, the balance of such proceeds to be used for the general purposes of the corporation.
"5. Each of the parties hereto will take such steps as may be necessary or expedient, including action by directors and stockholders, to effect the carrying out of the plan herein agreed to as promptly as may be practicable. Each of the parties shall by notice to the others promptly designate a representative to constitute a committee for the purpose of carrying out the plan. The consolidated company shall pay all expenses of every nature involved in carrying out the plan and the issue and delivery of its stock."
A true copy of this agreement is attached to the petition as Exhibit A and is made a part hereof by reference.
4. The directors of each corporation approved the agreement at directors' meetings held by the separate corporations for that specific purpose, and thereafter the agreements as approved at these meetings were submitted to the stockholders of the corporations for approval or rejection. The submission to stockholders was done by means of form letters mailed to the holders of common stock of the respective corporations from the offices of the presidents thereof, inclosing copies of a "Plan and Agreement" dated May 22, 1929, as applicable to each set of stockholders. Copies of the letters and their inclosures are attached to the petition marked Exhibits B, C, and D, respectively, and are made a part of this finding by reference.
The letters and the "Plan and Agreement" in each case provided, among other things, that:
"Under this plan, described in the accompanying `Plan and agreement', to which you are referred, it is contemplated that a corporation (hereinafter called `the New Company') will acquire, directly or indirectly, by purchase, merger, consolidation, or otherwise, all of the assets of the three companies, and will assume all of their obligations and liabilities.
"Upon the consummation of the plan, the New Company will have no funded debt and no preferred stock and will have ample working capital.
"With a view of furnishing the stockholders a wider market for their holdings, application will be made to list the stock of the New Company on the New York Stock Exchange.
"Deposit of stock will constitute assent to the plan and agreement. If the plan should fail of consummation because of insufficient deposited stock or otherwise, the deposited stock will be returned to the depositors without charge.
"The committee constituted by the annexed agreement shall have full discretion as to the method of carrying the plan into effect and the legal procedure incident thereto and also as to the amount of stock * * * which must be deposited under this plan and the annexed agreement in order to make the consummation of the plan practicable.
"Each stock certificate so deposited must be duly endorsed in blank for transfer or accompanied by a duly executed stock power in form approved by the committee * * *.
"The methods to be adopted in carrying out the plan and this agreement shall be entirely discretionary with the committee, and the plan and this agreement are in all respects to be liberally construed so as to enable the committee to carry into effect the purposes of the plan.
"The deposit of shares of stock in accordance with the provisions of the plan and this agreement shall not constitute an assignment thereof, but the title to the deposited stock shall remain in the depositors thereof unless and until the committee shall elect to take title thereto and file with the depositary a certified copy of its resolution so electing, whereupon title thereto shall vest in the committee as joint tenants and not as tenants in common, and in the survivor or survivors of the committee and their successors, or, at the option of the committee, expressed in such resolution, in its nominee or nominees. The depositors severally agree that, at any time when the committee shall have elected to take title to the deposited stock, they will execute and deliver any and all further transfers and assignments or other writings requested by the committee in order more effectively to vest the ownership of the deposited stock in the committee, its nominee or nominees.
"Upon compliance with all the terms and conditions of the plan and this agreement, depositors will be entitled to receive, upon the consummation of the plan, and upon surrender of their certificates of deposit, the stock and scrip for fractions of shares of stock, of the New Company (but only as and when issued and ready for delivery) to which they shall be entitled pursuant to the terms and provisions of the plan and this agreement."
5. All stockholders of each of the aforesaid corporations approved the consummation of the plan, as so submitted, and each such stockholder duly deposited his stock certificate or certificates with the appropriate depositary pursuant to and in conformity with the terms and conditions prescribed and set forth in said "Plan and Agreement" dated May 22, 1929.
6. Plaintiff was duly organized and took out its articles of incorporation under and pursuant to the laws of the state of New Jersey on the 5th day of July, 1929, for the purpose, among other things, of acquiring, owning, and operating the business, properties, and assets, including good will, of the aforesaid corporations, pursuant to the aforesaid agreement between the corporations dated the 14th day of May, 1929, and the plan and agreement dated the 22nd day of May, 1929. Its objects, as set forth in article third of its amended certificate of incorporation filed on July 19, 1929, include manufacturing and dealing in all kinds of asbestos, rubber, and general loom products, such as brake linings, clutch facings, packings, belting, hose, and automobile accessories.
Thereafter, the entire business and assets of the Manhattan Rubber Manufacturing Company, a New Jersey corporation, subject to its liabilities and obligations, were acquired by plaintiff pursuant to a merger of the plaintiff and the Manhattan Rubber Manufacturing Company, effected under the provisions of the General Corporation Act of New Jersey, as amended, such merger vesting in the plaintiff all and singular the rights, privileges, powers, and franchises of each of the corporations and all property, real, personal, and mixed, and all debts due on whatever account of the Manhattan Rubber Manufacturing Company, plaintiff issuing ratably and directly to the individual owners of 200,000 shares of the Manhattan Rubber Manufacturing Company common stock, in replacement of their stock interests, 250,000 shares of plaintiff's common stock without nominal or par value.
7. The plaintiff herein acquired the entire business, assets, and good will (except the corporate franchise) of the Raybestos Company, subject to its liabilities (and the assets, business, and good will of any and all of its subsidiary corporations, subject to their liabilities), both tangible and intangible, in exchange for 267,012 shares of the common stock of the plaintiff corporation. The property so acquired by agreement was conveyed to it by proper deeds, assignments, bills of sale, and other instruments duly executed and delivered by the Raybestos Company, all in due and necessary form, sufficient to effect the full and complete transfer and conveyance of said property. The 267,012 shares of the common stock of the plaintiff were issued by it directly to the stockholders of the Raybestos Company in the proportion of 2.25 shares for each share of stock owned by them in the Raybestos Company. The foregoing transactions were all in pursuance of the agreement dated the 14th day of May, 1929, the "Plan and Agreement" dated the 22d day of May, 1929, and pursuant to a contract entered into between the plaintiff and the Raybestos Company dated September 9, 1929. A copy of the last-named contract is attached to the petition as Exhibit H, and is made a part hereof by reference. In this contract it was agreed that the Raybestos Company "will transfer, deliver, and assign to" the plaintiff "all the assets, business, and goodwill of the company, as the same shall exist at the date of such closing, subject to its liabilities, * * * and all of the outstanding capital stock of its subsidiary corporations * * * or, if so requested in writing * * *, all the assets, business, and goodwill of such of said subsidiary corporations as shall be designated in such request subject to their liabilities. In exchange therefor," the plaintiff "will deliver to the company or upon its order certificates for 267,012 shares of your [its] common stock without par value, which certificates will be delivered for account of and will represent shares of such stock issued directly to the holders of common stock of the company, pursuant to said plan, on the basis of two and one-fourth shares of your [its] common stock for each share of the company's common stock held by each such stockholder * * *."
8. Thereafter the plaintiff acquired the entire business, assets, and good will (except the corporate franchise) of the United States Asbestos Company, a Pennsylvania corporation, subject to its liabilities (and the assets, business, and good will of any or all of its subsidiary corporations, subject to their liabilities), both tangible and intangible, in exchange for 114,000 shares of the common stock of the plaintiff corporation. The property so acquired by agreement was conveyed to it by proper deeds, assignments, bills of sale, and other instruments duly executed and delivered by the United States Asbestos Company, all in due and necessary form, sufficient to effect the full and complete transfer and conveyance of the property. The 114,000 shares of the common stock of the plaintiff were issued by it directly to the stockholders of the United States Asbestos Company in the proportion of 1.14 shares for each share of stock owned by them in the United States Asbestos Company. The foregoing transactions were all in pursuance of the agreement dated the 14th day of May, 1929, the "Plan and Agreement" dated the 22d day of May, 1929, and pursuant to a contract entered into between the plaintiff and the United States Asbestos Company dated September 9, 1929, of exact tenor with Exhibit H, attached hereto and made a part hereof by reference. The contract of September 9, 1929, contained the same provisions as adapted to the United States Asbestos Company, quoted therefrom in finding 7 hereof.
9. Thereafter by letter dated October 13, 1932, plaintiff was notified by the Treasury Department, Internal Revenue Bureau, that it was subject and liable to a transfer tax of 2 cents a share under Schedule A (3), tit. 8, § 800 of the Revenue Act of 1926 ( 26 US CA § 901 and note, Schedule A (3), on the number of shares of its capital stock issued as the consideration for the assets acquired by it from the Raybestos Company and the United States Asbestos Company, to wit, 267,012 shares and 114,000 shares, respectively, making a total of 381,012 shares, the tax amounting to $7,620.24. A copy of the letter is attached hereto, marked "Exhibit I," and is made a part hereof by reference.
10. Thereafter, upon notice and demand by the collector of internal revenue at Newark, N.J., on February 3, 1933, and after protest duly made thereto, plaintiff paid the tax of $7,620.24, together with $165.11 interest thereon, making a total of $7,785.35, on May 8, 1933.
11. May 15, 1933, plaintiff duly filed its claim for refund in which it asked for the refund of the tax and interest of $7,785.35, upon the ground that: "Deponent contends that said schedule A-3 contains nothing which indicates that the tax therein provided for was intended to be payable where, on the reorganization of a corporation or on the merger of two or more existing corporations, stock of the corporation before it was reorganized was exchanged for stock issued by the corporation as reorganized, or stock of corporations merging was exchanged for stock of a new company formed to effect the merger, the assets and liabilities remaining unchanged, and the capital interests of the several stockholders remaining unchanged, there being no real transfer of a corporate interest or of a right to acquire it where, after the consummation of the reorganization or merger, each stockholder legally owns substantially the same corporate interest which he owned before."
This claim for refund was rejected by the Commissioner December 12, 1933.
12. Plaintiff paid a tax of 5 cents a share on each original issue of its common stock without nominal or par value, which, it is conceded, was legally taxed, and it paid under protest the additional tax of 2 cents a share (in issue here) on the claimed transfers of 267,012 of its shares to the stockholders of the Raybestos Company, of Connecticut, and of 114,000 of its shares to the stockholders of the United States Asbestos Company, of Pennsylvania. Plaintiff contends in this suit, as it did in its refund claim, that such issue of its shares directly to the stockholders rather than to the corporations did not in fact effect a transfer of a right to receive such shares within the meaning of Schedule A (3), tit. 8, § 800 of the Revenue Act of 1926.
13. The United States Asbestos Company was dissolved by the court of common pleas of Lancaster county, Pa., September 27, 1930. The dissolution was not made immediately because of pending litigation. The Raybestos Company has not been dissolved, but has continued in existence because of patent rights which are not assignable. The Manhattan Rubber Manufacturing Company, of New Jersey, lost its identity by merging with the Raybestos-Manhattan, Inc., the plaintiff herein.
The question in this case arises as a result of the issuance by plaintiff of a certain number of shares of its capital stock as a consideration for the business and assets of the Raybestos Company and the United States Asbestos Company. All the liabilities of each company were assumed by the plaintiff.
In connection with these transactions a merger was effected under the laws of New Jersey between plaintiff and the Manhattan Rubber Manufacturing Company, both being New Jersey corporations, by which plaintiff acquired all the assets of the Manhattan Company. No tax question growing out of the stock issued by plaintiff from that transaction is involved in this case.
Section 800, Schedule A (3), tit. 8, of the Revenue Act of 1926 ( 26 USCA § 901 and note, Schedule A (3), provides as follows:
"Sec. 800. On and after the expiration of thirty days after the enactment of this Act [March 28, 1926], there shall be levied, collected, and paid, for and in respect of the several bonds, debentures, or certificates of stock and of indebtedness, and other documents, instruments, matters, and things mentioned and described in Schedule A of this title [chapter], or for or in respect of the vellum, parchment, or paper upon which such instruments, matters, or things, or any of them, are written or printed, by any person who makes, signs, issues, sells, removes, consigns, or ships the same, or for whose use or benefit the same are made, signed, issued, sold, removed, consigned, or shipped, the several taxes specified in such schedule. The taxes imposed by this section shall, in the case of any article upon which a corresponding stamp tax is now imposed by law, be in lieu of such tax.
* * * * * * * * "Schedule A — Stamp Taxes * * * * * * * *
"(3) Sales or transfers of capital stock. On all sales, or agreements to sell, or memoranda of sales or deliveries of, or transfers of legal title to shares or certificates of stock or of profits or of interest in property or accumulations in any corporation, or to rights to subscribe for or to receive such shares or certificates, whether made upon or shown by the books of the corporation, or by any assignment in blank, or by any delivery, or by any paper or agreement or memorandum or other evidence of transfer or sale, whether entitling the holder in any manner to the benefit of such stock, interest, or rights, or not, on each $100 of face value or fraction thereof, 2 cents, and where such shares are without par or face value, the tax shall be 2 cents on the transfer or sale or agreement to sell on each share: Provided, That it is not intended by this title [chapter] to impose a tax upon an agreement evidencing a deposit of certificates as collateral security for money loaned thereon, which certificates are not actually sold, nor upon the delivery or transfer for such purpose of certificates so deposited, nor upon mere loans of stock nor upon the return of stock so loaned: Provided, further, That the tax shall not be imposed upon deliveries or transfers to a broker for sale, nor upon deliveries or transfers by a broker to a customer for whom and upon whose order he has purchased same, but such deliveries or transfers shall be accompanied by a certificate setting forth the facts. * * *"
The important facts are not in dispute. The transactions in question involve a consolidation of the properties and businesses of the two corporations mentioned in the findings with the property and business of the plaintiff, a New Jersey corporation. While the tax in question does not depend upon the question whether a reorganization took place, the facts show that neither transaction was a reorganization of either of the corporations within itself. By separate letters of September 9, 1929, each corporation proposed to the plaintiff that it would "transfer, deliver, and assign all [its] assets, business, and goodwill, subject to its liabilities" to plaintiff in consideration of the issuance and delivery "to the company or upon its order" of certificates for a specified number of shares of stock of the plaintiff, which certificates it was further proposed should be issued directly to the holders of the common stock of the company making the offer upon the basis therein specified. Each offer, as made, was accepted by plaintiff and the transactions were carried out as agreed.
Schedule A (3), tit. 8, § 800 provides, in addition to the tax of five cents a share on an original issue, for a tax of two cents a share on all "transfers of legal title to shares or certificates of stock." It is not questioned that had the Raybestos Company and the United States Asbestos Company received the stock in question and carried out their clearly avowed purpose to distribute such stock by transfers to their stockholders, the payment of a tax of 2 cents a share here imposed would have been required. We think the liability for such a tax cannot be avoided by an arrangement for the issuance of such stock directly to the stockholders of the selling corporations. The statute imposes a tax upon not only "transfers of legal title to shares of stock" but also upon "other documents, instruments, matters, and things mentioned and described in schedule A," and schedule A requires that the tax be exacted where there has been a transfer of "rights to receive such shares or certificates."
The sole purpose of the section was to raise revenue and its language is very broad. Liability for the payment of the tax is imposed upon the transferor, the transferee, and the corporation whose stock is the subject of the transfer. The language of the section discloses a recognition that if the tax were confined to technical transfers of "legal title to shares" much of the revenue sought to be raised from this source would be lost through arrangements to accomplish the same end by one transaction instead of two. The tax was therefore laid upon the substance of the transaction rather than the form by making transfers of rights to receive such shares the equivalent of an actual transfer thereof. The exemptions allowed are definite and specific, and emphasize the broad purpose of the statute to impose the tax upon transactions such as are involved in this case. This was not a transaction whereby plaintiff acquired the stock of the stockholders of the Raybestos Company and the United States Asbestos Company, but it took over the assets of those companies in exchange for its stock. The selling corporations were the ones who had the right to receive the consideration (stock) for their assets and business sold to plaintiff and these corporations, when they transferred their assets to plaintiff, directed that the stock of the plaintiff be delivered "to the company or upon its order." They directed that the stock of plaintiff to be issued in exchange for the assets and business be issued and delivered to their stockholders. This, we think, was clearly a transfer of legal title to the shares and the transfer of their rights to receive such shares within the meaning of the statute in question. This was the substance of the transaction although it took the form of a direct issuance of the stock to the stockholders of the selling corporations. Plaintiff has cited a number of decisions in support of its argument that the tax was illegally exacted, which we have considered, but we think they are not controlling here and, therefore, we deem it unnecessary to discuss them in detail. It is also contended that the proceedings resulting in the formation and activities of plaintiff involved no sale or transfer of legal title to shares or certificates of stock, that merely the evidences of legal title to capital interests, or to shares not actually sold but retained by their owners, entered into the transaction, and they required exchanging of certificates to disclose properly the capital interest of each share-owner after the merger of separate businesses into a single enterprise; that the right to receive the certificates of plaintiff's no-par-value shares evidencing the individual capital interests when merged, given in replacement of certificates evidencing the same capital interests before the merger, belonged to the owners of such capital interests, the individual stockholders, and to assume otherwise is to recognize shadow or semblance for substance or reality. We think, however, that there was an outright purchase by plaintiff of the business and assets of the two corporations mentioned and that such corporations were the ones legally entitled to receive plaintiff's shares in the transaction, and that, in substance, there was a transfer by them of their right to receive such shares to their stockholders. United States v. Brown Fence Wire Co. (D.C. Northern Dist. Ohio) 9 F. Supp. 1008, January 31, 1935; C.C.H. Tax Service, vol. 3, par. 9144; P.-H. Tax Service, vol. 1, par. 869. Since the statute lays the tax upon the substance of the transaction, we are of opinion that the Commissioner correctly exacted the payment of the documentary stamp tax of 2 cents a share in question.
The petition must be dismissed, and it is so ordered.