Peter J. Bresson - Page 13

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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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