30 
STOCK DIVIDENDS 
to ascertain whether he has received income taxable by Congress without appor- 
tionment. But, looking through the form, we can not disregard the essential 
truth disclosed; ignore the substantial difference between corporation and stock- 
holder; treat the entire organization as unreal; look upon stockholders as partners, 
when they are not such; treat them as having in equity a right to a partition of 
the corporate assets, when they have none; and indulge the fiction that they 
have received and realized a share of the profits of the company which in truth 
they have neither received nor realized. We must treat the corporation as a sub- 
stantial entity separate from the stockholder, not only because such is the prac- 
tical fact but because it is only by recognizing such separateness that any divi- 
dend—even one paid in money or property—can be regarded as income of the 
stockholder. Did we regard corporation and stockholders as altogether identical, 
there would be no income except as the corporation acquired it; and while this 
would be taxable against the corporation as income under appropriate provisions 
of law, the individual stockholders could not be separately and additionally taxed 
with respect to their several shares even when divided, since if there were entire 
identity between them and the company they could not be regarded as receiving 
anything from it, any more than if one’s money were to be removed from one 
pocket to another. 
Conceding that the mere issue of a stock dividend makes the recipient no richer 
than before, the Government nevertheless contends that the new certificates 
measure the extent to which the gains accumulated by the corporation have made 
him the richer. There are two insuperable difficulties with this. In the first place, 
it would depend upon how long he had held the stock whether the stock divi- 
dend indicated the extent to which he had been enriched by the operations of the 
company; unless he had held it throughout such operations, the measure would 
not hold true. Secondly, and more important for present purposes, enrichment 
through increase in value of capital investment is not income in any proper 
meaning of the term. 
The complaint contains averments respecting the market prices of stock such as 
plaintiff held, based upon sales before and after the stock dividend, tending to 
show that the receipt of the additional shares did not substantially change the 
market value of her entire holdings. This tends to show that in this instance 
market quotations reflected intrinsic values—a thing they do not always do. 
But we regard the market prices of the securities as an unsafe criterion in an 
inquiry such as the present, when the question must be, not what will the things 
sell for, but what is it in truth and in essence. 
It is said there is no difference in principle between a simple stock dividend 
and a case where stockholders use money received as cash dividends to purchase 
additional stock contemporaneously issued by the corporation. But an actual 
cash dividend, with a real option to the stockholder either to keep the money 
for his own or to reinvest it in new shares, would be as far removed as possible 
from a true stock dividend, such as the one we have under consideration, where 
uothing of value is taken from the company’s assets and transferred to the indi- 
vidual ownership of the several stockholders, and thereby subjected to their 
disposal. : 
The Government's reliance upon the supposed analogy between a dividend of 
the corporation’s own shares and one made by distributing shares owned by it 
in the stock of another company calls for no comment beyond the statement 
that the latter distributes assets of the company among the shareholders, while 
the former does not, and for no citation of authority except Peabody ». Eisner. 
(247 U. 8. 347, 349-350). u 
Two recent decisions, proceeding from courts of high jurisdiction, are cited in 
support of the position of the Government. . 
Swan Brewery Co. (Ltd.) ». Rex (1914) (A. C. 231) arose under the dividend 
duties act of Western Australia, which provided that “dividend” should include 
‘every dividend, profit, advantage, or gain intended to be paid or credited to 
orfdistributed among any members or directors of any company,” except, ete. 
There was a stock dividend, the new shares being allotted among the share- 
holders pro rata, and the question was whether this was a distribution of a divi- 
dend within the meaning of the act. The judicial committee of the Privy 
council sustained the dividend duty upon the ground that although ‘‘in ordinary 
language the new shares would not be called a dividend, nor would the allotment 
of them be a distribution of a dividend,” yet within the meaning of the act such 
new shares were an “advantage” to the recipients. There being no constitu- 
tional restriction upon the aetion of the lawmaking body, the case presented 
merely a guestion of statutorv construction, and manifestly the decision is not