After receiving an unsolicited hostile bid from another public company (BJ"), the taxpayer retained legal and accounting advisers (whose fees were admitted to be deductible) and financial advisers, and after it secured a higher bid from another public company ("GLCC") after agreeing to pay fees to GLCC (including a "break" fee), BJ responded with a higher bid, which was accepted, with the result that ultimately all the shares of the taxpayer were acquired by BJ, which merged with it.
Campbell J. accepted the taxpayer's submission that it obtained no enduring benefit when it incurred the expenditure, that they did not relate to any prior or subsequent taxation year of the company, and that they were deducted against current income according to well established business principles.