Union Bankers Insurance Company v. United States

JOHN R. BROWN, Circuit Judge.

The question presented is whether there is a vicarious transfer subject to the stamp tax under § 4321 1 when the stock issued by the Surviving Corporation as payment for the assets acquired from the Absorbed Company is rate-ably distributed directly to the stockholders of the Absorbed Company rather than to it for redistribution in liquidation. While the unsuccessful Taxpayer perhaps challenges the entire notion that a taxable transfer ever takes place in a statutory merger, that battle is an uphill one, and so far, the law is pretty much against it. All going…