Legal Opinion

Canal Corp. v. Comm'r

United States Tax Court

Decided August 5, 2010No. Docket No. 14090-06Published

W, a wholly owned subsidiary of parent, P, proposed to transfer its assets and most of its liabilities to a newly formed LLC in which W and GP, an unrelated corporation, would have ownership interests. P hired S, an investment bank, and PWC, an accounting firm, to advise it on structuring the transaction with GP.

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W, a wholly owned subsidiary of parent, P, proposed to transfer its assets and most of its liabilities to a newly formed LLC in which W and GP, an unrelated corporation, would have ownership interests. P hired S, an investment bank, and PWC, an accounting firm, to advise it on structuring the transaction with GP. P also asked PWC to issue an opinion on the tax consequences of the transaction and conditioned the closing on receiving a "should" opinion from PWC that the transaction qualified as tax free. PWC issued an opinion that the transaction should not be treated as a taxable sale but…

1Opinion of the Court

CANAL CORPORATION AND SUBSIDIARIES, FORMERLY CHESAPEAKE CORPORATION AND SUBSIDIARIES, Petitioner v. COMMISSIONER OF INTERNAL REVENUE, Respondent

Canal Corp. v. Comm'r

Docket No. 14090-06

United States Tax Court

135 T.C. 199; 2010 U.S. Tax Ct. LEXIS 25; 135 T.C. No. 9;

August 5, 2010, Decided

Decision will be entered for respondent.

W, a wholly owned subsidiary of parent, P, proposed to transfer its assets and most of its liabilities to a newly formed LLC in which W and GP, an unrelated corporation, would have ownership interests. P hired S, an investment bank, and PWC, an accounting firm, to advise…

2Cases cited16 opinions

  1. United States v. BoyleSupreme Court of the United States · 1985
  2. Neonatology Assocs., P.A. v. Comm'rUnited States Tax Court · 2000
  3. Frank C. Pasternak Judith Pasternak (92-1681/1682) Anthony J. Cutaia Diane Cutaia David G. Koehlinger (92-1681) v. Commissioner of Internal RevenueCourt of Appeals for the Sixth Circuit · 1993
  4. Stobie Creek Investments LLC v. United StatesCourt of Appeals for the Federal Circuit · 2010
  5. Glenn A. Mortensen v. Commissioner of Internal RevenueCourt of Appeals for the Sixth Circuit · 2006

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