Warsaw Photographic Associates, Inc. v. Commissioner
United States Tax Court
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
- Eisner v. MacOmberSupreme Court of the United States · 1920
- Corn Products Refining Co. v. CommissionerSupreme Court of the United States · 1956
- Commissioner v. National Alfalfa Dehydrating & Milling Co.Supreme Court of the United States · 1974
- Ullman v. CommissionerCourt of Appeals for the Second Circuit · 1959
- Don E. Williams Co. v. CommissionerSupreme Court of the United States · 1977
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3Cited by16 opinions
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- Recovery Group, Inc. v. Comm'rUnited States Tax Court · 2010
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