Southern Pacific Transp. Co. v. Commissioner
United States Tax Court
Old SP was the common parent of an affiliated group which filed consolidated Federal income tax returns for the years at issue, calendar years 1962 through 1965. During 1969, but prior to Nov. 26, 1969, new SP and its wholly owned subsidiary, SPTC, were formed.
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Old SP was the common parent of an affiliated group which filed consolidated Federal income tax returns for the years at issue, calendar years 1962 through 1965. During 1969, but prior to Nov. 26, 1969, new SP and its wholly owned subsidiary, SPTC, were formed. On Nov. 26, 1969, a merger occurred in which (1) SPTC acquired all the assets of old SP, (2) the shareholders of old SP became the sole shareholders of new SP, (3) old SP was dissolved, and (4) new SP assumed the name of old SP. Contractually under the merger agreement as well as legally under State law, SPTC as successor in interest…
1Opinion of the Court
OPINION
Background
Jacobs, Judge:*
Petitioner herein is Southern Pacific Transportation Co. ("Transportation”), in its capacity as transferee of the assets of Southern Pacific Co. ("former Southern Pacific”), the common parent of an affiliated group of corporations.1 This case is before the Court on Transportation’s motion to dismiss for lack of jurisdiction and on its motion, in the alternative, to substitute itself as petitioner in its capacity as the surviving corporation in merger with and as successor in interest to Southern Pacific Co., in its own behalf and as agent for those corporations…
2Cases cited9 opinions
- Badger Materials, Inc. v. CommissionerUnited States Tax Court · 1963
- COMMISSIONER OF INT. REVENUE v. Oswego Falls Corp.Court of Appeals for the Second Circuit · 1934
- Oswego Falls Corp. v. CommissionerUnited States Board of Tax Appeals · 1932
- Texsun Supply Corp. v. CommissionerUnited States Tax Court · 1951
- Turnbull, Inc., Transferee (Formerly J. Gordon Turnbull, Inc.) v. Commissioner of Internal RevenueCourt of Appeals for the Fifth Circuit · 1967
4 more not listed; retrieve them via the Exa API.
3Cited by2 opinions
- Malone & Hyde, Inc.United States Tax Court · 1992
- Southern Pacific Transp. Co. v. CommissionerUnited States Tax Court · 1985