Interlake Corporation - Page 16

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          whether the authorized recipient common parent corporation is the            
          common parent for the year in which the NOL arose or for the                 
          prior consolidated taxable year to which the NOL is carried.8                
               Accordingly, we must decide which common parent (petitioner             
          or Acme) is authorized under section 1.1502-78(b)(1), Income Tax             
          Regs., to receive the tentative refunds.  Absent clear direction             
          from section 1.1502-78, Income Tax Regs., we look elsewhere in               
          the consolidated return regulations for guidance to identify the             
          entity that is the authorized recipient of the tentative refunds.            
               A central feature of the consolidated return regulations is             
          the role of the common parent as the exclusive agent for the                 
          consolidated group with respect to all procedural matters.  See              
          Southern Pac. Co. v. Commissioner, 84 T.C. 395, 401 (1985); sec.             
          1.1502-77(a), Income Tax Regs.  In delineating the scope of the              
          common parent's agency, the regulations specifically provide that            
          the common parent shall act as agent for all the affiliates for              
          such purposes as receiving deficiency notices, executing waivers,            
          filing refund claims, and receiving refunds.  Southern Pac. Co.              
          v. Commissioner, supra; sec. 1.1502-77(a), Income Tax Regs.                  

          8    Additionally, we note that the examples set forth in sec.               
          1.1502-78(c), Income Tax Regs., provide no instruction as to                 
          where payment should be directed when the common parent in the               
          loss year is different than the common parent in the carryback               
          year.  The common parent in sec. 1.1502-78(c) Examples (1) to                
          (3), Income Tax Regs., is the same in both the loss year and in              
          the carryback year.  Consequently, there is no question in the               
          examples as to where payment should be directed.  Sec. 1.1502-               
          78(c) Example (4), Income Tax Regs., is inapposite because it                
          involves a consolidated net operating loss carryback to a                    
          separate return year rather than to a consolidated return year.              

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