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without regard to whether such corporation is completely
liquidated.” TRA sec. 633(d)(8), 100 Stat. 2280, as amended by
TAMRA sec. 1006(g)(7), 102 Stat. 3409. The rule is also
applicable to certain complete liquidations of qualified
corporations prior to 1989. See TRA sec. 633(d)(1).
II. Analysis
Petitioner contends that the transition rule, pursuant to
TRA section 633(d)(8), is applicable. Petitioner further
contends that capital gain accrued during the years in issue is
not subject to prior section 1374, because the relevant S
election occurred in 1988, and the assets were sold more than 3
years after such election. Respondent contends that section
1374, as amended, is applicable, because petitioner became an S
corporation again in 1994.
The relevant provisions of section 1374, as amended by TRA
section 632, are clear and unambiguous. See Huntsberry v.
Commissioner, 83 T.C. 742, 747-748 (1984)(stating that where a
statute is clear on its face, we require unequivocal evidence of
legislative purpose before construing the statute so as to
override the plain meaning of the words used therein). Section
1374, as amended, is applicable to the 10-year period after an S
corporation’s “most recent election”. Sec. 1374(d)(9).
Petitioner contends that there is no provision in the
transition rule, or section 1374, as amended, making section
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