Mills v. Commissioner
United States Tax Court
G corporation acquired all of the stock of three corporations controlled by petitioners in exchange for a part of its stock (valued at $ 27,912.50) and $ 27.36 in cash in lieu of fractional shares of stock. Held: The "solely for all or a part of its voting stock" requirement of section 368(a)(1)(B), I.R.C. 1954, is to be literally interpreted.
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G corporation acquired all of the stock of three corporations controlled by petitioners in exchange for a part of its stock (valued at $ 27,912.50) and $ 27.36 in cash in lieu of fractional shares of stock. Held: The "solely for all or a part of its voting stock" requirement of section 368(a)(1)(B), I.R.C. 1954, is to be literally interpreted. Therefore, when stock and a relatively small cash payment in lieu of fractional shares of the acquiring corporation are received in exchange for stock of the acquired corporation, gain or loss, if any, will be recognized to the extent realized and not…
1Opinion of the Court
Forrester, Judge:
Respondent has determined the following deficiencies in income tax for the taxable year 1954:
Docket No. Deficiency
85593_ $3, 864. 22
85594_ 3, 537. 88
85595_ 3,125.46
The issue before us is whether a certain transaction constituted a corporate reorganization as defined in section 368(a) (1) (B) or (C) of the Internal Revenue Code of 19542 which would entitle petitioners to nonrecognition of the gain realized on the transaction.
FINDINGS OF FACT.
Some of the facts have been stipulated and are so found. .
Richard M. Mills and Moise W. Mills, petitioners in Docket No. 85593, are…
2Cases cited12 opinions
- Weiss v. StearnSupreme Court of the United States · 1924
- Helvering v. Southwest Consolidated Corp.Supreme Court of the United States · 1942
- Helvering v. WattsSupreme Court of the United States · 1935
- Television Industries, Inc. v. Commissioner of Internal RevenueCourt of Appeals for the Second Circuit · 1960
- Mountain Water Co. v. CommissionerUnited States Tax Court · 1960
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3Cited by12 opinions
- Haserot v. CommissionerUnited States Tax Court · 1964
- Arden S. Heverly and Sophia S. Heverly v. Commissioner of Internal RevenueCourt of Appeals for the Third Circuit · 1980
- Lutkins v. United StatesUnited States Court of Claims · 1963
- Eldon S. Chapman v. Commissioner of Internal RevenueCourt of Appeals for the First Circuit · 1980
- Richard M. Mills and Moise W. Mills v. Commissioner of Internal RevenueCourt of Appeals for the Fifth Circuit · 1964
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