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Respondent contends that under the authority of Union Oil
Co. v. Commissioner, 101 T.C. 130 (1993), Acme is an authorized
recipient of the tentative refunds. In Union Oil Co., we held
that, if the old common parent in a reverse acquisition, as
specified in section 1.1502-75(d)(3)(i), Income Tax Regs.,
continues to exist after the reorganization, both the old common
parent and the new common parent are agents for the affiliated
group for purposes of the issuance of notices of deficiency for
years before the reverse acquisition. Union Oil Co. v.
Commissioner, supra at 140. Union Oil Co. is distinguishable
from the instant case because the old common parent remained
affiliated with the group after the reorganization. We did not
have occasion in Union Oil Co. to consider whether a former
common parent that is no longer affiliated with the group is an
authorized representative of the group for purposes of receiving
tentative refunds relating to years during which it controlled
the group where the group has a new common parent. Accordingly,
Union Oil Co. is not dispositive of the issue involved in the
instant case.
After considering Southern Pac. Co. v. Commissioner, supra,
and Union Oil Co. v. Commissioner, supra, and considering the
arguments of the parties and the facts of the instant case, we
conclude that Acme's authority to act for the group, at least
with respect to the issuance and receipt of tentative refunds,
terminated when its affiliation with the group terminated. With
respect to the group, it is as though Acme ceased to exist. Cf.
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