Thomas H. Scott and Lynn D. Scott, Transferees - Page 33

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               that asset are transferees of the vendor, and liable                   
               for its taxes * * *.  But where, as in this case, the                  
               vendee issues its stock directly to the stockholders,                  
               then that stock never becomes a part of the vendor's                   
               assets, for these assets become the property of the                    
               vendee corporation when the vendor corporation ceases                  
               to exist.                                                              
                    It is true that this holding may allow the par-                   
               ties, under some circumstances, to vary the tax conse-                 
               quences according to the manner in which a reorganiza-                 
               tion is conducted, but this does not affect the amount                 
               of the  tax or the availability of property to satisfy                 
               it.  [Vendig v. Commissioner, supra at 96-97.]                         
               Respondent contends, and we agree, that Vendig v. Commis-              
          sioner, supra, is distinguishable from the instant case.  In                
          Vendig, the form of the transaction was structured so that Ms.              
          Vendig transferred to Mavco her Sales preferred stock in return             
          for Mavco preferred stock of equal value.  Vendig v. Commission-            
          er, supra at 94-95.  In contrast, in the instant case, the form             
          of the MSSTA transaction was structured so that, pursuant to the            
          respective subscription agreements, Mr. Scott and Ms. Scott each            
          acquired, inter alia, 10.5 percent, or in the aggregate 21 per-             
          cent, of the stock of AST for the nominal cash amount of ten                
          cents a share,12 which petitioners concede was an inadequate                

          12  Although after the closing of the MSSTA transaction the                 
          Scotts owned in the aggregate 33 percent of AST's stock, re-                
          spondent concedes that, of that aggregate 33-percent stock inter-           
          est, the Scotts received an aggregate 12-percent stock interest             
          in AST in exchange for not only the nominal cash amount of ten              
          cents a share, but also Mr. Scott's guarantee of a loan and his             
          agreement to forgo for several years contributions by AST for his           
          benefit to AST's profit-sharing plan.  We shall hereinafter ad-             
          dress only the aggregate 21-percent stock interest in AST that              
                                                             (continued...)           




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