Southern Pacific Co. v. Commissioner
United States Tax Court
Old SP was the common parent of an affiliated group that filed consolidated 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 received all the assets of old SP, (2) the shareholders of old SP became the shareholders of new SP, (3) old SP was dissolved, and (4) new SP assumed the name of old SP.
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Old SP was the common parent of an affiliated group that filed consolidated 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 received all the assets of old SP, (2) the shareholders of old SP became the shareholders of new SP, (3) old SP was dissolved, and (4) new SP assumed the name of old SP. Respondent was notified on Dec. 2, 1969, of the dissolution of old SP and that SPTC had been designated as successor agent…
1Opinion of the Court
OPINION
Background
Jacobs, Judge:*
This case is before the Court on petitioner’s motion to dismiss for lack of jurisdiction. "Petitioners,” as the word is used in this opinion, refers to Southern Pacific Co. (formerly S.P. Inc.) and a group of affiliated corporations.1
Prior to its dissolution on November 26, 1969, Southern Pacific Co. (hereinafter former Southern Pacific), a corporation organized under the laws of Delaware on March 21, 1947, was the parent company of an affiliated group. Southern Pacific Transportation Co. (hereinafter Transportation) was incorporated under Delaware law on…
2Cases cited4 opinions
- United States v. One 1936 Model Ford V-8 De Luxe Coach, Commercial Credit Co.Supreme Court of the United States · 1939
- Badger Materials, Inc. v. CommissionerUnited States Tax Court · 1963
- Intervest Enterprises, Inc. v. CommissionerUnited States Tax Court · 1972
- Community Water Service Co. v. CommissionerUnited States Board of Tax Appeals · 1935
3Cited by5 opinions
- Southern Pacific Transp. Co. v. CommissionerUnited States Tax Court · 1988
- Southern Pacific Transp. Co. v. CommissionerUnited States Tax Court · 1985
- Southern Pacific Co. v. CommissionerUnited States Tax Court · 1985
- Southern Pacific Transp. Co. v. CommissionerUnited States Tax Court · 1985
- Southern Pacific Transp. Co. v. CommissionerUnited States Tax Court · 1988