Tribune Co. v. Comm'r
United States Tax Court
In 1998, Times Mirror's investment subsidiary, TMD, divested itself of a legal publishing business through the Bender transaction. The transaction was intended and designed to qualify as a tax-free reorganization under sec. 368, I.R.C. R determined that the transaction was a taxable sale by TMD to Reed. Held: The primary consideration received in the transaction was control over $ 1.375 billion paid by Reed.
Read the full summary
In 1998, Times Mirror's investment subsidiary, TMD, divested itself of a legal publishing business through the Bender transaction. The transaction was intended and designed to qualify as a tax-free reorganization under sec. 368, I.R.C. R determined that the transaction was a taxable sale by TMD to Reed. Held: The primary consideration received in the transaction was control over $ 1.375 billion paid by Reed. Held, further, the Bender transaction did not qualify as a tax-free reorganization because the terms and provisions of the contractual documents, as interpreted and implemented by Times…
1Opinion of the Court
CONTENTS
Page
FINDINGS OF FACT. 113
Background . 113
A. Times Mirror. 113
B. Changes in the Legal Publishing Landscape . 114
Events Leading Up to the Bender Transaction. 114
A. November 7, 1997, GS Presentation . 114
B. November 17, 1997, Special Meeting of Times Mirror’s Board of Directors . 115
C. Times Mirror’s Announcement Sparks Interest by Reed and Wolters Kluwer . 116
D. February 5, 1998, Regular Meeting of Times Mirror’s Board of Directors . 117
E. March 5, 1998, Regular Meeting of Times Mirror’s Board of Directors . 119
F. Reed and Wolters Kluwer Call Off Merger . 119
G. Melone, Sigler, and…
2Cases cited16 opinions
- Gregory v. HelveringSupreme Court of the United States · 1935
- Frank Lyon Co. v. United StatesSupreme Court of the United States · 1978
- Greenberg's Express, Inc. v. CommissionerUnited States Tax Court · 1974
- Pinellas Ice & Cold Storage Co. v. CommissionerSupreme Court of the United States · 1933
- Minnesota Tea Co. v. HelveringSupreme Court of the United States · 1938
11 more not listed; retrieve them via the Exa API.
3Cited by3 opinions
- Tribune Co. v. Comm'rUnited States Tax Court · 2006
- Tribune Co. v. Comm'rUnited States Tax Court · 2005
- Tribune Company, As Agent of and Successor By Merger to the Former the Times Mirror Company, Itself and its Consolidated Subsidiaries v. CommissionerUnited States Tax Court · 2005