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party and petitioner served merely as the straw man. The second is
that Jaussaud Enterprises made a distribution of appreciated
property to petitioner with respect to Jaussaud Enterprises stock,
in which case the corporation must recognize gain on the transfer
as if the corporation sold the property to petitioner. Sec.
311(b). We need not decide which basis applies because in either
scenario Jaussaud Enterprises would realize the same amount of
income.
Section 6901(a)(1)(A) authorizes the assessment of transferee
liability in the same manner as the taxes in respect of which the
tax liability was incurred. It does not create a new liability,
but merely provides a remedy for enforcing the existing liability
of the transferor. Coca-Cola Bottling Co. v. Commissioner, 334 F.2d
875, 877 (9th Cir. 1964), affg. 37 T.C. 1006 (1962); Mysse v.
Commissioner, 57 T.C. 680, 700-701 (1972). The Commissioner has
the burden of proving all the elements necessary to establish the
taxpayer's liability as a transferee except for proving that the
transferor was liable for the tax. Sec. 6902(a); Rule 142(d). In
the case at hand, the existence and the amount of the transferor's
tax liability have been established.
We examine State law to determine the extent of a transferee's
liability for the debts of a transferor. Commissioner v. Stern,
357 U.S. 39, 45 (1958); Hagaman v. Commissioner, 100 T.C. 180, 183-
185 (1993); Gumm v. Commissioner, supra at 479-480. Because the
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