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C. Discussion
1. Acquisition of Control
We generally treat a revenue ruling as merely the
Commissioner’s litigating position not entitled to any judicial
deference or precedential weight. See, e.g., Norfolk S.S. Corp.
v. Commissioner, 104 T.C. 13, 45-46 (1995), supplemented by 104
T.C. 417 (1995), affd. 140 F.3d 240 (4th Cir. 1998); Simon v.
Commissioner, 103 T.C. 247, 263 n.14 (1994), affd. 68 F.3d 41 (2d
Cir. 1995); Pasqualini v. Commissioner, 103 T.C. 1, 8 n.8 (1994);
and Exxon Corp. v. Commissioner, 102 T.C. 721, 726 n.8 (1994).
We may, however, take a revenue ruling into account where we
judge the underlying rationale to be sound. See Spiegelman v.
Commissioner, 102 T.C. 394, 405 (1994) (citing Newberry v.
Commissioner, 76 T.C. 441, 445 (1981)). The degree to which we
must respect the Respondent’s longstanding position in Rev. Rul.
57-144, supra, is of no concern, however, because, in the
circumstances of this case, we reach the same result.
First of all, we do not agree with petitioners that the
facts in Rev. Rul. 57-144, supra, are distinguishable from the
facts in this case in any significant way. While it is true that
the ruling involves (1) a parent holding company and two
operating subsidiaries rather than, as in this case, a parent
operating company and a single operating subsidiary, and (2) a
taxable stock redemption by the retained rather than by the
distributed subsidiary, those are distinctions of no legal
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