Norwest Corporation and Subsidiaries, Successor in Interest to United Banks of Colorado, Inc., and Subsidiaries, et al. - Page 69

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                    2.  Arguments of the Parties                                      
               Relying principally on Gottesman & Co. v. Commissioner,                
          77 T.C. 1149 (1981), petitioner argues that, in the absence of any          
          contrary guidance in the Code or regulations thereunder, section            
          56(a) imposes a minimum tax on every corporation and that the UBC           
          affiliated group must, therefore, compute its corporate minimum             
          tax by aggregating the tax imposed under section 56(a) on each              
          member of the group.  Petitioner argues that, in calculating each           
          member's separate corporate minimum tax, it is entitled to adopt            
          any reasonable method of determining each member's separate                 
          regular tax deduction under section 56(c), in particular the 1502-          
          33(d) allocation.  Petitioner goes so far as to argue that                  
          petitioner is required to use the 1502-33(d) allocation for                 
          determining the separate regular tax deductions of the UBC                  
          affiliated group's members under section 56(c).  Petitioner argues          
          that, for the years in issue, the amount of the UBC affiliated              
          group's corporate minimum tax under petitioner's method is less             
          than the tax under UBC's method and, therefore, petitioner is               
          entitled to a refund for those years.                                       
               Respondent acknowledges that the regulations relating to               
          consolidated returns (the consolidated return regulations)21 do not         
          directly address the computation of the corporate minimum tax for           
          groups filing consolidated returns.  Respondent argues, however,            
          that under the general rule of section 1.1502-80, Income Tax Regs.,         


          21   See secs. 1.1501-1 through 1.1552-1, Income Tax Regs.                  




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