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reject petitioners' argument that WAI issued more than one
class of stock.
We also note that petitioners argued at trial that CPI
was a wholly owned subsidiary of WAI, thus violating
section 1362(b)(2)(A), which disqualifies any member of an
affiliated group from making an S corporation election.
In their post-trial briefs, petitioners argue that CPI was
a "division of" WAI. However, they fail to mention the
argument that CPI was a subsidiary of WAI. Accordingly,
we deem petitioners to have abandoned the latter argument.
Rule 142(a); Calcutt v. Commissioner, 84 T.C. 716, 721-722
(1985); German v. Commissioner, T.C. Memo. 1993-59, affd.
without published opinion 46 F.3d 1141 (9th Cir. 1995).
In view of our finding that WAI's S corporation
election was not terminated during the years in issue,
we need not consider the first of the two issues raised
in respondent's amended answer that petitioners are
prohibited by the duty of consistency from asserting that
WAI's S corporation election was terminated. The second
issue raised in respondent's amended answer is respondent's
alternative position that, if Weeden's advances are found
to be loans to WAI, then the loans were forgiven in 1988
and constitute gross income to WAI in that year. This
issue became moot by reason of the stipulation of settled
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