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 1966 through 1968. 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 1966 through 1968. 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 was to act as successor agent for the…
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) was a Delaware corporation that had been organized on March 21, 1947, and was the common parent company of an affiliated group of corporations. Southern Pacific Transportation Co. (hereinafter Transportation) was incorporated…
2Cases cited3 opinions
- 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 by16 opinions
- Interlake Corp. v. CommissionerUnited States Tax Court · 1999
- Union Oil Co. v. CommissionerUnited States Tax Court · 1993
- Craigie, Inc. v. CommissionerUnited States Tax Court · 1985
- J & S Carburetor Co. v. CommissionerUnited States Tax Court · 1989
- Southern Pacific Transp. Co. v. CommissionerUnited States Tax Court · 1988
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