dissenting: The prevailing opinion, in my judgment, depends upon an incorrect principle and reaches an incorrect result. The Corl-Knot Realty Co. was entitled to $60,000 of invested capital because cash or property having a total value of $60,000 was paid in for stock or shares. Its invested capital thus created was not changed by the fact that the original stockholders sold their stock to a new stockholder or to new stockholders. This is so whether the stock was sold for more or less than $60,000. When the Grand Rapids Dry Goods Co. purchased the stock the fact that $60,000 had been paid in for stock was not changed. It is immaterial that it was not paid by the then owner of the stock.
The question is not as narrow as the prevailing opinion would have it. In order to compute the consolidated invested capital of the two corporations, it is necessary to know many facts concerning the invested capital of each. We do not know enough about the invested capital of these two corporations to say that the Commissioner was in error. Consistent with the facts that we do know, it is altogether possible that he has allowed either too much or too little consolidated invested capital.
The Corl-Knot Realty Co: had- an operating deficit of an undisclosed amount. Suppose, for example, this deficit had amounted to $45,000 and that the assets of the company were worth only $15,000. This company then would bring into the consolidation $60,000 of invested capital and an operating deficit of $45,000. This operating deficit would serve to offset a like amount of the other company’s surplus, if the other company has such surplus. The net result would be a possible balance of $15,000, which the Corl-Knot Realty Co. might have brought into the consolidated invested capital. However, the Grand Rapids Dry Goods Co. parted with $15,000 in cash when it acquired the stock of this second company. So that in the consolidated balance sheet there would be a duplication of $15,000 on account of this transaction, thus requiring the elimination of $15,000 from consolidated invested capital. It is therefore quite possible that consolidated invested capital would not be any greater than the invested capital of the parent company.
Tested in the light of the opinion in LaBelle Iron Works v. United States, 256 U. S. 377, this result seems perfectly proper, inasmuch as the stockholders of the Grand Rapids Dry Goods Co. were, after consolidation, the only investors and they had not risked or invested one cent more after the consolidation than before consolidation. If they *702as individuals had bought the stock oí the Corl-Knot Realty Co. the situation would have been quite different.
The facts assumed above are not inconsistent with the facts already in evidence and under those assumed facts the petitioner would not be entitled to as great an amount of invested capital as the Commissioner has already allowed him. Even if I were wrong about the elimination of the $15,000 in the above example, nevertheless the Commissioner would not be in error.