Liquidating Co. v. Commissioner
United States Board of Tax Appeals
1. The taxpayer exchanged substantially all its properties for stock of B corporation, which in turn assumed all the liabilities of the taxpayer and agreed to and did furnish the money to pay a certain particular debt of the taxpayer.
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1. The taxpayer exchanged substantially all its properties for stock of B corporation, which in turn assumed all the liabilities of the taxpayer and agreed to and did furnish the money to pay a certain particular debt of the taxpayer. Held: (a) Such transaction resulted in a reorganization, within the meaning of section 112(i)(1)(A) of the Revenue Act of 1928. (b) The cash furnished to pay the taxpayer's debt was money or other property, within the meaning of section 112(d) of the 1928 Act. (c) The word "distributes" in section 112(d) means a distribution to the stockholders of the conveying…
1Opinion of the Court
*1181OPINION.
Leech :
The most important issue presented is whether petitioner’s transaction with Borden constituted a reorganization within the *1182meaning of section 112 of the Revenue Act of 1928, the pertinent parts of which are set out in the margin.1
In its contract with Borden, the petitioner agreed to transfer to the former all of its assets except its stock in its subsidiaries and all the assets of its subsidiaries, including, in each case, the business of the corporation as a going concern. The consideration to be received by the petitioner was the stock of Borden, its assumption of all the…
2Cases cited4 opinions
- Old Colony Trust Co. v. CommissionerSupreme Court of the United States · 1929
- Pinellas Ice & Cold Storage Co. v. CommissionerSupreme Court of the United States · 1933
- Helvering v. Minnesota Tea Co.Supreme Court of the United States · 1935
- Helvering v. WattsSupreme Court of the United States · 1935
3Cited by8 opinions
- Helvering v. Minnesota Tea Co.Court of Appeals for the Eighth Circuit · 1937
- Hendler v. United StatesDistrict Court, D. Maryland · 1936
- United States v. HendlerCourt of Appeals for the Fourth Circuit · 1937
- Elkhorn Coal Co. v. CommissionerUnited States Board of Tax Appeals · 1936
- Goodman v. CommissionerUnited States Tax Court · 1946
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