Federal Deposit Insurance v. AmFin Financial Corp.

COOK, J., delivered the opinion of the court, in which McKEAGUE, J., joined and GILMAN, J., joined except as to Part II.B. GILMAN, J. (pp. 538-40), delivered a separate concurring opinion.

OPINION

COOK, Circuit Judge.

This case presents the question of who owns a $170 million tax refund: a parent corporation that filed a consolidated tax return on behalf of its subsidiaries and to whom the IRS issued the refund, or the subsidiary whose net operating loss generated the refund. The answer depends on whether the parties had a debtor-creditor relationship — in which case the parent corporation owns…