Charles J. Dugan - Page 21

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          exchange for the stock.  Sec. 331(a).9  The exchange generally is           
          treated as a disposition.  Secs. 331(c), 1001.                              
             Under section 334(a), the basis of property received in a                
             complete liquidation in which gain or loss is recognized by              
             the shareholder is the fair market value of such property                
             on the date of distribution (i.e., the basis is considered               
             stepped up to fair market value).  Sec. 334(a).  [Shelton                
             v. Commissioner, 105 T.C. 114, 120 (1995).]                              
          In other words, the basis of property received by a shareholder             
          in a taxable corporate liquidation is equal to its fair market              
          value on the date it is distributed.                                        
               Petitioner's theory as to the computation of his basis in              
          the client list is erroneous.  Petitioner has failed to present             
          evidence of the fair market value of the client list on the date            
          of distribution to him.  Having failed to establish the basis,              
          petitioner is not entitled to the claimed loss.                             
               As indicated, respondent bears the burden of proving that              
          petitioner incurred a capital gain upon the sale of the client              
          list.  Respondent has failed to present any evidence as to the              
          fair market value of the client list as of November 1983.  Since            
          the record does not reflect the fair market value of the client             
          list on the date it was distributed to petitioner, respondent has           
          failed to carry her burden of proving that petitioner incurred a            
          capital gain upon the sale of the client list.                              
          Issue 6.  Section 6651(a) Addition to Tax                                   

          9  Sec. 331(b) provides that sec. 301 (relating to effects                  
          on shareholder of distributions of property) shall not apply to             
          any distribution in complete liquidation.                                   




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