Dennis A. and Tai K. Praegitzer - Page 19

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          corporation.  The agreements did not obligate him to do it, and             
          moreover it was probably a matter of indifference to petitioner             
          Dawes, and to Ameritech, whether he did it, his stock in                    
          Ameritech having been relinquished in the previous exchange.                
               Absent sham or agency principles, the corporations involved            
          are considered separate taxable entities.  Moline Properties,               
          Inc. v. Commissioner, 319 U.S. 436 (1943).  There is no                     
          indication that this was a sham or that either corporation was              
          petitioner Dawes' agent.  Therefore, once the reorganization,               
          which was incident to the divorce, was completed, any further               
          transactions between petitioner Praegitzer and 303 Products, his            
          solely owned corporation, would be taxed according to general               
          principles of taxation.                                                     
               This situation is distinguishable from Arnes v. United                 
          States, where the taxpayer received assets of a corporation in              
          redemption of her stock.  In that case the receipt of such assets           
          was part and parcel of resolving community property claims to the           
          stock in the context of a divorce.  Here, by contrast, the stock            
          in Ameritech was relinquished and a severance of the community              
          interest was accomplished through transactions that may be                  
          separated from petitioner Praegitzer's receipt of the dividend.             
          Petitioner Praegitzer did not get the dividend as an integral or            
          necessary step in the marital property settlement; rather it was            
          a bailout of corporate assets, which was carried out at his own             
          instance, and on which he may properly be taxed.  We conclude,              
          therefore, that the distribution of cash and cancellation of                



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