Esmark, Inc. v. Commissioner
United States Tax Court
Petitioner intended to restructure its business by disposing of its energy subsidiaries and redeeming its shares. Pursuant to an agreement, Mobil acquired more than 50 percent of petitioner's shares in a public tender offer, and petitioner then distributed shares of Vickers, its wholly owned subsidiary, in redemption of the shares acquired by Mobil. Acquisition by Mobil of Vickers was the purpose of the agreement. Tax savings was the purpose of the format chosen.
Read the full summary
Petitioner intended to restructure its business by disposing of its energy subsidiaries and redeeming its shares. Pursuant to an agreement, Mobil acquired more than 50 percent of petitioner's shares in a public tender offer, and petitioner then distributed shares of Vickers, its wholly owned subsidiary, in redemption of the shares acquired by Mobil. Acquisition by Mobil of Vickers was the purpose of the agreement. Tax savings was the purpose of the format chosen. Held, petitioner's distribution of Vickers in exchange for its own stock qualified for nonrecognition under secs. 311(a) and…
1Opinion of the Court
COHEN, Judge:
Respondent determined the following deficiencies in petitioner’s corporate income tax:
Tax year ended Deficiency
10/25/75... $3,023,566
10/28/78... 2,697,565
10/27/79... 32,892,249
10/25/80... 114,534,187
After concessions, the primary issue for decision is whether petitioner must recognize $452,681,864 of long-term capital gain as a result of Mobil Oil Corp.’s 1980 acquisition of one of petitioner’s subsidiaries. If that issue is decided against petitioner, we must also decide whether the equal protection clause of the United States Constitution requires application of sec. 633(f) of…
2Cases cited56 opinions
- Gregory v. HelveringSupreme Court of the United States · 1935
- Commissioner v. Court Holding Co.Supreme Court of the United States · 1945
- United States v. Cumberland Public Service Co.Supreme Court of the United States · 1950
- General Utilities & Operating Co. v. HelveringSupreme Court of the United States · 1935
- United States v. Joliet & Chicago RailroadSupreme Court of the United States · 1942
51 more not listed; retrieve them via the Exa API.
3Cited by36 opinions
- Martin Ice Cream Co. v. Comm'rUnited States Tax Court · 1998
- Long Term Capital Holdings v. United StatesDistrict Court, D. Connecticut · 2004
- Fort Howard Corp. v. CommissionerUnited States Tax Court · 1994
- Compaq Computer Corp. v. CommissionerUnited States Tax Court · 1999
- Federal Nat'l Mortgage Ass'n v. CommissionerUnited States Tax Court · 1993
31 more not listed; retrieve them via the Exa API.