- 31 -
v. Commissioner, 200 F.2d 20 (7th Cir. 1952), affg. 17 T.C. 151
(1951), and Hunn v. United States, 60 F.2d 430 (8th Cir. 1932).
Petitioners counter that the form, and not the substance, of
the MSSTA transaction controls our determination of whether Mr.
Scott and Ms. Scott are liable as transferees of MSSTA. In sup-
port of their position, petitioners rely principally on Vendig v.
Commissioner, 229 F.2d 93 (2d Cir. 1956), revg. 22 T.C. 1127
(1954).11
We shall turn first to Vendig v. Commissioner, supra, on
which petitioners rely. In that case, Mavco, Inc. (Mavco) owned
all of the outstanding stock of Mavco Sales, Inc. (Sales) except
for 100 shares of preferred stock that were held by Ms. Vendig.
Vendig v. Commissioner, supra at 94. Pursuant to resolutions
adopted by the respective boards of directors of Mavco and Sales,
Ms. Vendig exchanged her 100 shares of Sales preferred stock for
100 shares of Mavco preferred stock of equal value. Id. at 94-
95. After that exchange, Sales dissolved and all of its assets,
subject to all of its liabilities, were transferred as a liqui-
11 Petitioners also rely on (1) United States v. Rolland, 10
AFTR 2d 5371, 62-2 USTC par. 9671 (S.D. Fla. 1962), which cites
with approval Vendig v. Commissioner, 229 F.2d 93 (2d Cir. 1956),
revg. 22 T.C. 1127 (1954), and (2) Pittsburgh Realty Inv. Trust
v. Commissioner, 67 T.C. 260 (1976), to support their position
that the form, and not the substance, of the MSSTA transaction
should govern our resolution of the transferee liability issues
in this case. We find United States v. Rolland, supra, and
Pittsburgh Realty Inv. Trust v. Commissioner, supra, to be dis-
tinguishable from the present case, and petitioners' reliance on
those cases to be misplaced.
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