Carol M. Read, et al. - Page 50




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          the time of the redemption.6                                                
                      V.  Should the Payment by MMP to Ms. Read                       
                          Be Deemed To Be Made to Mr. Read?                           
               Section 1041 and Q&A-9 do not state that the payment from              
          MMP to Ms. Read is deemed to be made to Mr. Read and then to Ms.            
          Read.7  However, it is undisputed that, because (in my view)                
          section 1041(a) applies, under section 1041(b) and Q&A-9 we are             
          to treat Ms. Read’s stock redeemed by MMP as if it were Mr.                 
          Read’s.  A stock owner would normally have the right to receive             
          payment made in redemption of his or her stock.  Since we are               
          required to treat Mr. Read as the owner of Ms. Read’s MMP stock,            
          it is thereby implied that we must attribute normal rights of               
          stock ownership to him.  Thus, to give reasonable effect to                 

               6  See Arnes I, 981 F.2d at 459, where the U.S. Court of               
          Appeals for the Ninth Circuit used an analysis similar to the               
          sec. 1041(b)-Q&A-9 described here; that is, the court treated the           
          transferring spouse as having constructively transferred her                
          stock to the nontransferring spouse, who then transferred the               
          stock to the corporation.                                                   
               7  If section 1041 and Q&A-9 apply, the transferring spouse            
          recognizes no gain or loss under sec. 1041(a) on that spouse’s              
          actual or deemed transfer of property to the nontransferring                
          spouse.  This is true even if the transferring spouse receives or           
          is deemed to receive consideration from the nontransferring                 
          spouse for that property.  See sec. 1.1041-1T(c), Q&A-10,                   
          Temporary Income Tax Regs.  Under section 1041(b), the                      
          nontransferring spouse (here, Mr. Read) who actually receives               
          property or is deemed to receive property from the transferring             
          spouse has a basis in such property equal to the adjusted basis             
          thereof in the hands of the transferring spouse.  This is true              
          even if the nontransferring spouse pays or is deemed to pay the             
          transferring spouse consideration for that property.  See sec.              
          1.1041-1T(c), Q&A-11, Temporary Income Tax Regs., 49 Fed. Reg.              
          34453 (Aug. 31, 1984).                                                      





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