- 38 -
percent of the stock of Bates, was president of both those com-
panies, and therefore "orchestrated the asset sale". In con-
trast, according to petitioners, prior to the MSSTA transaction
in the instant case, neither of them owned any stock of AST or
was an officer of that company, and neither of them had a con-
trolling interest in MSSTA. Consequently, petitioners contend,
Mr. Scott and/or Ms. Scott did not "orchestrate" the MSSTA
transaction. Petitioners' contention completely ignores the fact
that it was because of Mr. Scott's unwillingness to pay any tax
as a result of the MSSTA transaction that that transaction was
cast in a form in which MSSTA received only $300,000 directly
from AST for substantially all of its assets; MSSTA distributed
all of those sales proceeds to Mr. Carter, a 52-percent stock-
holder of MSSTA, and nothing to the Scotts, 48-percent stock-
holders of MSSTA; and the Scotts acquired a 21-percent stock
interest in AST for a nominal and inadequate price.
Petitioners also attempt to distinguish Bates Motor Transp.
Lines, Inc. v. Commissioner, supra, from the instant case by
asserting that, unlike Standard which was the purchasing corpo-
ration in the Bates Motor Transp. Lines, Inc. case, AST which was
the purchasing corporation in the instant case transferred sig-
nificant assets to MSSTA as part of the MSSTA transaction.
Petitioners' assertion disregards the fact that in Bates Motor
Transp. Lines, Inc. v. Commissioner, supra at 22-23, Standard
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