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Section 6901(a)(1)(A) authorizes the assessment of
transferee liability in the same manner as the taxes in respect
of which the liability was incurred. This provision does not
create a new liability; it 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).
The substantive questions of whether a transferee is liable
for the transferor's obligation and the extent of his liability
depend on State law. See Commissioner v. Stern, 357 U.S. 39, 45
(1958); Adams v. Commissioner, 70 T.C. 373, 389 (1978), affd.
without published opinion 688 F.2d 815 (2d Cir. 1982). All the
transfers in the instant case occurred in California; hence,
California law governs. Adams v. Commissioner, supra at 390.
Respondent contends that Messrs. DeMarta and Norwalk are
liable as transferees under Cal. Corp. Code section 2009 (West
1990). That section provides creditors with a cause of action
against shareholders who have received assets improperly
distributed upon dissolution of a corporation. Id. Cal. Corp.
Code section 2004 (West 1990) provides the proper method of
distributing corporate assets in a dissolution:
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