Merrill Lynch & Co. v. Comm'r
United States Tax Court
MP decided to sell its wholly owned subsidiary, MLCR but wanted to retain a portion of MLCR's assets within MP's affiliated group.
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MP decided to sell its wholly owned subsidiary, MLCR but wanted to retain a portion of MLCR's assets within MP's affiliated group. Before its sale, MLCR sold the stock in certain of its subsidiaries (issuing corporations) to brother-sister corporations in MP's affiliated group (acquiring corporations). We held that these cross-chain sales, along with the subsequent sale of MLCR outside the affiliated group, were made pursuant to a firm and fixed plan to completely terminate MLCR's ownership interests in the issuing corporations. Applying sec. 304, I.R.C., we held that the cross-chain sales…
1Opinion of the Court
SUPPLEMENTAL OPINION
Marvel, Judge:
This case is before the Court on remand from the Court of Appeals for the Second Circuit. Merrill Lynch & Co. & Subs. v. Commissioner, 386 F.3d 464 (2d Cir. 2004), affg. in part and remanding 120 T.C. 12 (2003). In our prior Opinion, we found that the cross-chain sales of subsidiary stock between brother-sister corporations in an affiliated group1 were made pursuant to a firm and fixed plan to completely terminate the cross-chain selling corporation’s actual and constructive ownership of the subsidiaries and that the cross-chain sales must be integrated with…
2Cases cited7 opinions
- Consumer Product Safety Commission v. GTE Sylvania, Inc.Supreme Court of the United States · 1980
- Van Raden v. CommissionerUnited States Tax Court · 1979
- Commissioner of Internal Revenue v. Kenneth H., Susan L., Fred F., and Corinne B. Van RadenCourt of Appeals for the Ninth Circuit · 1981
- Merrill Lynch & Co., Inc., and Subsidiaries v. Commissioner of Internal RevenueCourt of Appeals for the Second Circuit · 2004
- Fed. Home Loan Mortg. Corp. v. Comm'rUnited States Tax Court · 2003
2 more not listed; retrieve them via the Exa API.
3Cited by2 opinions
- Merrill Lynch & Co. v. Comm'rUnited States Tax Court · 2008
- Merrill Lynch & Co., Inc. & Subsidiaries v. CommissionerUnited States Tax Court · 2008