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time the consents were executed, had already been merged into
another company. At no time was the accountant an officer,
director, or shareholder of Malone & Hyde, Inc. The parties
agreed that Delaware law applied. We held that the consents
executed by the accountant were invalid because, under Delaware
law, his power of attorney ceased when Malone & Hyde, Inc. ceased
to exist after the merger.
Unlike Malone & Hyde, Inc., Chang was an officer and
director of SFWP, giving him authority to sign Form 872 under
California law; he was not a third-party agent exercising
authority under an extinguished power of attorney.
Accordingly, we hold that respondent has established by
clear and convincing evidence that SFWP intended to extend the
period of limitations for its taxable year ended June 30, 1993,
and that Form 872 may be reformed to conform with the intent of
the parties. See Woods v. Commissioner, 92 T.C. 776 (1989).
Therefore, respondent's notice of deficiency is not barred as
untimely under the period of limitations on assessments under
section 6501(a).
To reflect the foregoing,
An appropriate order
will be issued.
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Last modified: May 25, 2011