W A G E, Inc. v. Commissioner
United States Tax Court
1. Petitioner, a corporation organized under the laws of New York, entered into an agreement with the stockholders of Corporation A on August 31, 1943, to transfer their stock in A for stock of petitioner. The agreement was to be null and void unless approved by the Federal Communications Commission. The plan was approved by the Commission, the stock was exchanged, Corporation A was merged into petitioner and dissolved, and all the assets of A were taken over by petitioner.
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1. Petitioner, a corporation organized under the laws of New York, entered into an agreement with the stockholders of Corporation A on August 31, 1943, to transfer their stock in A for stock of petitioner. The agreement was to be null and void unless approved by the Federal Communications Commission. The plan was approved by the Commission, the stock was exchanged, Corporation A was merged into petitioner and dissolved, and all the assets of A were taken over by petitioner. Held, the transaction achieved a substantial business purpose, and the principal purpose of the merger was not to avoid…
1Opinion of the Court
OPINION.
Rice, Judge:
On the first issue, respondent argues that petitioner is not entitled to use the unused excess profits credit of Revoir for years 1942 and 1943 because (1) petitioner is not the “taxpayer” as contemplated by section 710 (c) (3) (B) of the Code;1 and (2) the merger of Sentinel into petitioner had no business purpose and was primarily a tax avoidance scheme which runs afoul of section 129 of the Code.2
With respect to the first argument made by respondent, our findings of fact show that the name of Revoir Motors, Inc., was changed on August 31, 1943, to W A G E, Inc., the…
2Cases cited6 opinions
- Kimbell-Diamond Milling Co. v. Comm'rUnited States Tax Court · 1950
- Kimbell-Diamond Milling Co. v. Commissioner of Internal RevenueCourt of Appeals for the Fifth Circuit · 1951
- Commodores Point Terminal Corp. v. CommissionerUnited States Tax Court · 1948
- American Wire Fabrics Corp. v. CommissionerUnited States Tax Court · 1951
- Vallejo Bus Co. v. CommissionerUnited States Tax Court · 1948
1 more not listed; retrieve them via the Exa API.
3Cited by25 opinions
- Libson Shops, Inc., v. Koehler, District Director of Internal RevenueSupreme Court of the United States · 1957
- Bobsee Corporation v. United StatesCourt of Appeals for the Fifth Circuit · 1969
- Mill Ridge Coal Company v. George D. Patterson, District Director of Internal RevenueCourt of Appeals for the Fifth Circuit · 1959
- James Realty Company, a Corporation v. United StatesCourt of Appeals for the Eighth Circuit · 1960
- Commissioner of Internal Revenue v. British Motor Car Distributors, Ltd., a CorporationCourt of Appeals for the Ninth Circuit · 1960
20 more not listed; retrieve them via the Exa API.