Turner Broadcasting System, Inc. and Subsidiaries - Page 15

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               Summary judgment is appropriate where there is no genuine              
          issue as to any material fact and a decision may be rendered as a           
          matter of law.  Rule 121(b); Sundstrand Corp. v. Commissioner, 98           
          T.C. 518, 520 (1992), affd. 17 F.3d 965 (7th Cir. 1994); Jacklin            
          v. Commissioner, 79 T.C. 340, 344 (1982).  In deciding whether to           
          grant summary judgment, the Court must consider the factual                 
          materials and inferences drawn from them in the light most                  
          favorable to the nonmoving party.  Bond v. Commissioner, 100 T.C.           
          32, 36 (1993); Naftel v. Commissioner, 85 T.C. 527, 529 (1985).             
          If the conditions of summary judgment are otherwise satisfied               
          with respect to a single issue or less than all the issues in a             
          case, then partial summary judgment may be granted, even though             
          all the issues in the case are not disposed of.  Rule 121(b);               
          Naftel v. Commissioner, supra.                                              
               The parties agree that no issues of material fact are in               
          dispute in relation to the section 311 issue or the section 267             
          issue and that we may render judgment regarding those issues                
          under Rule 121(b).                                                          

          B.  Section 311 Issue                                                       

               The form adopted by the parties to the transaction consists            
          of mutually dependent simultaneous sales of all the issued shares           
          in MGM to TBS and MGM's sale of all the issued shares in UA to              
          Tracinda.  Respondent views this series of transactions as                  






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