Santa Fe Pacific Gold Company and Subsidiaries, By and Through Its Successor in Interest Newmont USA Limited v. Commissioner

132 T.C. No. 12

UNITED STATES TAX COURT SANTA FE PACIFIC GOLD COMPANY AND SUBSIDIARIES, BY AND THROUGH ITS SUCCESSOR IN INTEREST NEWMONT USA LIMITED, Petitioner v. COMMISSIONER OF INTERNAL REVENUE, Respondent Docket No. 22956-06. Filed April 27, 2009. SF was a wholly owned subsidiary of parent P. P spun SF off into a stand-alone entity. Two years after being spun off, SF faced a hostile takeover by competitor N. In order to avoid being taken over, SF entered into a merger agreement with white knight HS. The merger agreement provided for the payment of a termination fee should the agreement be…