Mandelbaum v. Director, Division of Taxation

KUSKIN, J.T.C.

This matter requires a determination of plaintiffs’ liability under the Gross Income Tax Act, N.J.S.A. 54A:5-1 to :10 — 12 (the “GIT Act”), for tax year 1995 resulting from the sale of subchapter S corporation stock in a transaction involving an election under § 338(h)(10) of the Internal Revenue Code.1 As explained in more detail below, this election results in the federal tax treatment of a sale of S corporation stock to a corporate purchaser as a sale of assets by the S corporation (resulting in a step-up in the basis of the assets) followed by a liquidating distribution by…