- 5 -
is liable for Cordes Finance Corp.’s entire income tax liability
as a transferee at law.6 For the reasons discussed below, we
hold for respondent.
Although petitioner has conceded it is a transferee for
purposes of section 6901, proper resolution of the issue before
us requires us to examine the basis for petitioner’s transferee
liability. Transferee liability may be grounded in equity or in
law. Sec. 6901(a)(1)(A). The surviving corporation in a
statutory merger will be held liable as a transferee at law for
the Federal income tax liability of the merged corporation if
respondent shows that the surviving corporation, expressly or by
operation of State law, assumed the liabilities of the merged
corporation. Harder Servs., Inc. v. Commissioner, 67 T.C. 585,
598-599 (1976), affd. 573 F.2d 1290 (2d Cir. 1977).7
6Petitioner contends that respondent may not prevail because
he failed to indicate expressly whether petitioner was liable as
a transferee at law or in equity. Respondent, however, is not
required to specify under which doctrine petitioner is liable.
Turnbull, Inc. v. Commissioner, 42 T.C. 582, 584 (1964),
supplementing T.C. Memo. 1963-335, affd. 373 F.2d 91 (5th Cir.
1967). Moreover, respondent clearly asserted in his answer,
opening brief, and reply brief that petitioner’s liability as a
transferee is based in law, rather than equity.
7See also Texsun Supply Corp. v. Commissioner, 17 T.C. 433,
442 (1951); Kaufmann Dept. Stores Sec. Corp. v. Commissioner, 2
T.C. 656, 671 (1943), affd. 144 F.2d 776 (3d Cir. 1944);
Turnbull, Inc. v. Commissioner, T.C. Memo. 1963-335, supplemented
by 42 T.C. 582 (1964), affd. 373 F.2d 91 (5th Cir. 1967).
Page: Previous 1 2 3 4 5 6 7 8 9 Next
Last modified: May 25, 2011