Countryside Limited Partnership, CLP Holdings, Inc., Tax Matters Partner - Page 14




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          gain is recognized to the partner pursuant to section 731(a)(1).            
          If a transaction gives rise to both an increase and a decrease in           
          the partner’s share of partnership liabilities or the partner’s             
          individual liabilities, only the net decrease is treated as a               
          distribution of money to the partner by the partnership.  Sec.              
          1.752-1(f), Income Tax Regs.                                                
                    2.  Basis Issues                                                  
               As noted supra, the FPAA seeks to deny Countryside a basis             
          step-up for its property remaining after the distribution to Mr.            
          Winn and Mr. Curtis,7 and it also challenges the recognition of             
          MP as holder of the AIG notes with a basis equal to the purchase            
          price of the notes.  Although those basis issues are not                    
          addressed in the motion, respondent describes them as “integrally           
          related to the section 731 and section 752 issues”, and he cites            
          the totality of the transactions described supra, and the                   
          elections giving rise to the basis results, as constituting “an             
          abusive tax avoidance result” (i.e., the indefinite or, possibly,           
          permanent nonrecognition of the gain on the sale of Countryside’s           
          assets), which should not be given effect.  Because respondent’s            
          position in opposition to the motion relies, in part, upon the              
          alleged abusiveness of the combination of gain not being                    
          recognized to Mr. Winn and Mr. Curtis, the basis step-up of                 

               7  Schedule L, Balance Sheets per Books, included in                   
          Countryside’s 2000 Form 1065, U.S. Return of Partnership Income,            
          on lines 9a and 11, reflects an $11,450,498 “step-up” in                    
          Countryside’s bases for its “Buildings and other depreciable                
          assets” and its land ($11,655,277 total yearend basis increase              
          less $204,779 attributable to amounts expended for depreciable              
          property during 2000).                                                      





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Last modified: March 27, 2008