ASAT, Inc. - Page 28

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          reporting corporation at the time the two conduct a transaction,            
          refuses to authorize the reporting corporation to act as its                
          agent.  In that situation, the reporting corporation "would                 
          generally be subject to the disallowance rule [noncompliance                
          penalty] with respect to transactions" with the related party               
          taking place prior to the time the reporting corporation became             
          aware that section 6038A would apply.  See H. Rept. 101-247, at             
          1299 (1989).  Although this result could be called "harsh", the             
          House report anticipated that no exception would be made unless,            
          among other conditions, the reporting corporation did not know or           
          have reason to know that it was conducting transactions with a              
          related party.  Id.  There is no evidence, and petitioner does              
          not argue, that it did not know that it was engaged in                      
          transactions with its sole shareholder during petitioner's 1991             
          tax year.  We reject petitioner's argument that section 6038A               
          should not apply because petitioner allegedly was unable to                 
          compel its onetime sole shareholder to authorize petitioner as              
          its agent for purposes of section 6038A.                                    
               We deal next with petitioner's "successor in interest"                 
          argument.  The term "successor in interest" is not defined in               
          section 6038A or its regulations.  Petitioner argues that                   
          Worltek, a domestic corporation, is a successor in interest to              









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