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enforcing the existing liability of the transferor. See
Commissioner v. Stern, 357 U.S. 39, 42 (1958); Coca-Cola Bottling
Co. v. Commissioner, 334 F.2d 875, 877 (9th Cir. 1964), affg. 37
T.C. 1006 (1962); Bresson v. Commissioner, 111 T.C. 172, 179
(1998); Gumm v. Commissioner, 93 T.C. 475, 479 (1989), affd.
without published opinion 933 F.2d 1014 (9th Cir. 1991). The
substantive question of whether or to what extent a particular
transferee may be held liable at law or in equity for a
transferor’s obligation is determined by State law. See
Commissioner v. Stern, supra at 45; Coca-Cola Bottling Co. v.
Commissioner, supra at 877; Bresson v. Commissioner, supra at
180; Gumm v. Commissioner, supra at 485. Since the transfer of
stock at issue here occurred in California, California law
governs. See Coca-Cola Bottling Co. v. Commissioner, supra at
877; Bresson v. Commissioner, supra at 180.
The California Uniform Fraudulent Transfer Act, applicable
to transfers made on or after January 1, 1987, includes
provisions imposing transferee liability on grounds of both
actual and constructive fraud. See Cal. Civ. Code secs. 3439.04,
3439.05, 3439.12 (West 1997). A transfer is actually fraudulent
when made “With actual intent to hinder, delay, or defraud any
creditor of the debtor.” Cal. Civ. Code sec. 3439.04(a) (West
1997). As regards constructive fraud, the provision of
California law most relevant here states:
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