International Multifoods Corporation and Affiliated Companies - Page 25

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          and for the equipment used to broadcast.  Jefferson-Pilot Corp.             
          v. Commissioner, supra at 447.                                              
               Neither the language of section 1253(a) nor our opinion in             
          Jefferson-Pilot supports petitioner's position.  Section 1253(a)            
          provides that the transfer of a franchise will not be treated as            
          the sale or exchange of a capital asset so long as the transferor           
          retains a significant power, right, or continuing interest with             
          respect to the subject matter of the franchise.  The necessary              
          implication is that a franchise can be transferred without the              
          retention by the transferor of any significant degree of control.           
          In such a case, the transfer will be treated as the sale or                 
          exchange of a capital asset, and the transferee will not be                 
          permitted to amortize any portion of the purchase price.  See               
          sec. 1253(d)(2) (prior to amendment by OBRA sec. 13261(c)).                 
          Indeed, if petitioner's argument were correct, section 1253(a)              
          would have been altogether unnecessary, as the sale of a                    
          franchise would only occur where the transferor retained a                  
          significant interest in the franchise.  However, as we explained            
          in Jefferson-Pilot Corp. v. Commissioner, 98 T.C. at 441-442 n.7:           


               Sec[tion] 1253 requires a two-step analysis.  First, we                
               must determine if the interest transferred was a                       
               "franchise" as defined in sec[tion] 1253(b)(1); then we                
               determine whether a significant power was retained.                    
               Limiting the definition of "franchise" based on                        
               inferences from the retained powers requirement begs                   







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