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On August 14, 1998, respondent mailed to petitioner a notice
of liability. In that notice, respondent determined that
petitioner was fully liable for Cordes Finance Corp.’s income tax
liability.
Discussion
Section 6901(a) provides that the Commissioner may proceed
against a transferee of property to assess and collect Federal
income taxes, penalties, and interest owed by the transferor.
Sec. 301.6901-1(a)(3)(i), Proced. & Admin. Regs. A transferee
under section 6901 includes a successor of a corporation. Sec.
301.6901-1(b), Proced. & Admin. Regs. Section 6901 does not
impose liability on the transferee but merely gives the
Commissioner a procedure or remedy to enforce the transferor’s
existing liability. Commissioner v. Stern, 357 U.S. 39, 42
(1958).
In a transferee liability proceeding before this Court, the
burden of proof is on respondent to show that a taxpayer is
liable as a transferee. Sec. 6902(a); Rule 142(d). Petitioner
conceded on brief that it is liable as a transferee of Cordes
Finance Corp. Petitioner maintains, however, that the extent of
its liability is limited to the value of the assets received from
Cordes Finance Corp. in the merger and that respondent has the
burden of establishing that value. Respondent contends that he
need not establish the value of those assets and that petitioner
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