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$33,880, and interest (collectively, income tax liability).2 The
only issue for decision is whether the transferee liability of
petitioner, a successor by merger of Cordes Finance Corp., is
limited to the value of the assets it received in the merger.
Background
This case was submitted to the Court fully stipulated under
Rule 122.3 We incorporate the stipulation of facts and the
supplemental stipulation of facts into our findings by this
reference. Eddie Cordes, Inc. (petitioner), was an Oklahoma
corporation with its principal place of business in Lawton,
Oklahoma, at the time the petition in this case was filed.
On June 3, 1997, we entered a decision against Cordes
Finance Corp., an Oklahoma corporation incorporated in 1964, for
its 1990 taxable year. Cordes Fin. Corp. v. Commissioner, T.C.
Memo. 1997-162, affd. without published opinion 162 F.3d 1172
(10th Cir. 1998). Pursuant to that decision, on August 22, 1997,
respondent assessed against Cordes Finance Corp. an income tax
deficiency of $1,320,434, penalties of $259,058 and $33,880, and
interest of $1,390,719.
2This Court typically lacks jurisdiction over a taxpayer’s
interest liability in deficiency proceedings. E.g., LTV Corp. v.
Commissioner, 64 T.C. 589, 597 (1975). We do have jurisdiction,
however, in cases involving a transferee’s liability for interest
under sec. 6901. Lowy v. Commissioner, 35 T.C. 393, 395 (1960).
3All section references are to the Internal Revenue Code in
effect for the years in issue, and all Rule references are to the
Tax Court Rules of Practice and Procedure.
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