Yoc Heating Corp. v. Commissioner
United States Tax Court
R corporation sought to purchase the assets of O corporation and transfer them to a newly organized subsidiary of R. O refused to sell its assets. R thereafter purchased more than 85 percent of O's stock and organized a new corporation, N. O then transferred to N all its assets subject to its liabilities, which N assumed.
Read the full summary
R corporation sought to purchase the assets of O corporation and transfer them to a newly organized subsidiary of R. O refused to sell its assets. R thereafter purchased more than 85 percent of O's stock and organized a new corporation, N. O then transferred to N all its assets subject to its liabilities, which N assumed. In consideration for the transfer, N issued 1 share of its stock to R in exchange for every 3 shares of O stock held by R. N also made cash payments to most of the minority shareholders of O. Held, N is entitled to a stepped-up basis in the assets it acquired from O. Held,…
1DissentScott, J.
I respectfully disagree with the holding of the majority in this case as to the basis of the assets acquired by New Nassau. As I understand the majority holding, the basis of these assets is not being determined under either the provisions of section 384(b) (2) or the doctrine of Kimbell-Diamond Milling Co., 14 T.C. 74 (1950), affirmed per curiam 187 F. 2d 718 (C.A. 5, 1951). Therefore, under the provisions of section 1012 of the Code, the basis of the assets “shall be the cost” of such assets, and under section 1.1012-1 (a), Income Tax Regs., “the cost is the amount paid for such property in…
2Cases cited6 opinions
- Kimbell-Diamond Milling Co. v. Comm'rUnited States Tax Court · 1950
- Kimbell-Diamond Milling Co. v. Commissioner of Internal RevenueCourt of Appeals for the Fifth Circuit · 1951
- American Wire Fabrics Corp. v. CommissionerUnited States Tax Court · 1951
- Illinois Water Service Co. v. CommissionerUnited States Tax Court · 1943
- MacCallum Gauge Co. v. CommissionerUnited States Board of Tax Appeals · 1935
1 more not listed; retrieve them via the Exa API.