Legal Opinion

Warsaw Photographic Associates, Inc. v. Commissioner

United States Tax Court

Decided January 14, 1985No. Docket No. 2113-79PublishedCited by 16 opinions

Ten shareholders of S, holding about 20 percent of S's common stock and none of its preferred, created a new corporation, P. The 10 shareholders' S common stock holdings ranged from about 1 percent to about 4 percent; their P stock holdings were each 10 percent.

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Ten shareholders of S, holding about 20 percent of S's common stock and none of its preferred, created a new corporation, P. The 10 shareholders' S common stock holdings ranged from about 1 percent to about 4 percent; their P stock holdings were each 10 percent. Pursuant to a plan, (a) S transferred substantially all of its assets to P, and (b) P transferred $ 21,000 to S, P assumed S's obligations under certain leases and with respect to work in progress, and P issued additional shares of its stock to the 10 shareholders. These additional shares were in proportion to the 10 shareholders'…

1Opinion of the Court

Chabot, Judge:

Respondent determined deficiencies in Federal corporate income tax against petitioner for its taxable years ended June 30, 1974,1 June 30, 1975, and June 30, 1976, in the amounts of $70,040, $58,239, and $34,685, respectively.

After concessions by both sides, the issues for decision are as follows:(1) Whether a transaction involving a transfer of assets to petitioner qualifies as a reorganization under section 368(a)(1)(D),2 thereby entitling petitioner to succeed to the transferor’s net operating losses under section 381(a)(2), and giving petitioner a carryover basis (under sec.…

2Cases cited30 opinions

  1. Eisner v. MacOmberSupreme Court of the United States · 1920
  2. Corn Products Refining Co. v. CommissionerSupreme Court of the United States · 1956
  3. Commissioner v. National Alfalfa Dehydrating & Milling Co.Supreme Court of the United States · 1974
  4. Ullman v. CommissionerCourt of Appeals for the Second Circuit · 1959
  5. Don E. Williams Co. v. CommissionerSupreme Court of the United States · 1977

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3Cited by16 opinions

  1. Bird Management, Inc. v. CommissionerUnited States Tax Court · 1967
  2. UNITED STATES TAX COURT FRONTIER CHEVROLET CO. v. COMMISSIONER OF INTERNAL REVENUEUnited States Tax Court · 2001
  3. Baker v. Comm'rUnited States Tax Court · 2002
  4. Hardware Plus v. CommissionerUnited States Tax Court · 1994
  5. Recovery Group, Inc. v. Comm'rUnited States Tax Court · 2010

11 more not listed; retrieve them via the Exa API.

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