Investment Research Associates - Page 495




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               (1)  The general partner was Autochthon Administration, Inc.            
          --($10); and                                                                 
               (2)  the limited partners were the Penobscot Nation-($989);             
          and Autochthon Investment, Inc.--($1).  The president of                     
          Autochthon Administration, Inc., was an associate of Mallin.                 
                                       OPINION                                         
               IRA contends that it and the TG limited partnership's                   
          transfer of assets to Decision Holdings qualifies for                        
          nonrecognition treatment under section 351.  IRA claims that the             
          cost or basis of the interests transferred by TG to Decision                 
          Holdings as of December 1, 1988, was $1,091,641.  Thus, it is                
          asserted that Decision Holdings, under section 362, had a                    
          carryover of TG's basis in the assets the limited partnership                
          transferred to it, so that Decision Holdings realized a                      
          $1,073,835 loss on the sale of those assets to Autochthon.  IRA              
          further maintains that (1) respondent's argument that section 351            
          is inapplicable to the transaction was not raised in the notice              
          of deficiency, and such issue is not properly before the Court;              
          (2) there was a business purpose for the transaction; and (3)                
          Decision Holdings' basis in the assets it subsequently sold was              
          substantiated.                                                               
               Respondent contends that IRA engaged in the purported                   
          section 351 transaction for tax avoidance purposes in order to               
          enable it to claim a loss in excess of $1 million from Decision              






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