P.D.B. Sports, Ltd., Bowlen Sports, Inc., Tax Matters Partner - Page 19

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               Petitioner contends that section 1056 is unambiguous, makes            
          no reference to partnership transactions, and applies only to               
          transactions directly involving sports franchises not including             
          the sale of a partnership interest.  Finally, petitioner argues             
          that legislative history is inconclusive and, in any event,                 
          irrelevant because the statute is unambiguous.  Because                     
          partnerships can be and have been treated as an aggregate or                
          entity, we must disagree with petitioner's contention that                  
          section 1056 is unambiguous.  Petitioner is of the view that the            
          entity approach is to be applied to Internal Revenue Code                   
          provisions that are outside of subchapter K unless Congress                 
          provides otherwise.  No such presumption favoring the entity                
          approach exists.                                                            
               Congress used the pervasive tax terminology "sale or                   
          exchange" to categorize the transactions subject to section                 
          1056(a) basis provisions and limitations.  Two types of transfers           
          of sports franchises were expressly exempted from the section               
          1056(a) basis limitation, section 1031 like-kind exchanges and              
          transfers from a decedent.  Sec. 1056(b).  Neither exception                
          references partnership interests or provides guidance, one way or           
          the other, on the congressional intent.  Section 1056 does not              
          mention the transfer of an interest in a partnership holding a              
          sports franchise.  Moreover, the legislative history does not               
          contain any reference to the imposition of the basis limitation             
          rules of section 1056 on the transfer of partnership interests.             




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