Legal Opinion

Square D Co. v. Comm'r

United States Tax Court

Decided September 26, 2003No. 6067-97Published

P was a publicly held U.S. corporation and, after its acquisition by a foreign corporation (S) through a reverse subsidiary merger, was a U.S. corporation indirectly owned by S, during the years in issue. To finance the acquisition of P, S obtained a commitment from two banks to extend loans to a to-be-organized subsidiary equal to one-half the acquisition price, not to exceed $ 1.125 billion.

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P was a publicly held U.S. corporation and, after its acquisition by a foreign corporation (S) through a reverse subsidiary merger, was a U.S. corporation indirectly owned by S, during the years in issue. To finance the acquisition of P, S obtained a commitment from two banks to extend loans to a to-be-organized subsidiary equal to one-half the acquisition price, not to exceed $ 1.125 billion. The subsidiary was created for the purpose of acquiring P. It was to use the loan proceeds to purchase P's outstanding shares, at which time it would merge into P and cease to exist. As consideration…

1Opinion of the Court

SQUARE D COMPANY AND SUBSIDIARIES, Petitioner v. COMMISSIONER OF INTERNAL REVENUE, Respondent

Square D Co. v. Comm'r

No. 6067-97

United States Tax Court

121 T.C. 168; 2003 U.S. Tax Ct. LEXIS 34; 121 T.C. No. 11;

September 26, 2003, Filed

Findings of fact and conclusions of law. Taxpayer's claims of deductions sustained in part.

P was a publicly held U.S. corporation and, after its

acquisition by a foreign corporation (S) through a reverse

subsidiary merger, was a U.S. corporation indirectly owned by S,

during the years in issue.

To finance the acquisition of P, S obtained a commitment

from two banks to…

2Cases cited41 opinions

  1. Jack E. Golsen and Sylvia H. Golsen v. Commissioner of Internal RevenueCourt of Appeals for the Tenth Circuit · 1971
  2. Indopco, Inc. v. CommissionerSupreme Court of the United States · 1992
  3. Buffalo Tool & Die Mfg. Co. v. CommissionerUnited States Tax Court · 1980
  4. Parker v. CommissionerUnited States Tax Court · 1986
  5. Estate of Christ v. Comm'rUnited States Tax Court · 1970

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