- 8 -
142(a).
Even if petitioner had persuaded us that its liability as a
transferee at law is limited to the value of the assets received
in the merger,10 petitioner has failed to prove the value of the
assets in question, and that failure is fatal. Petitioner had
the burden of proving facts supporting its argument that its
liability as a transferee at law was limited. Petitioner made no
effort to prove the value of the assets it received in the
merger. We, therefore, must conclude, and so hold, that
petitioner is liable as a transferee at law for Cordes Finance
Corp.’s income tax liability as determined by respondent.
9(...continued)
connection with examinations commencing after July 22, 1998.
Petitioner introduced no evidence establishing whether the
examination in this case commenced after July 22, 1998, and
consequently, has failed to demonstrate that sec. 7491 applies.
Ashley v. Commissioner, T.C. Memo. 2000-376. Moreover,
petitioner introduced no evidence (credible or otherwise)
respecting the value of the assets transferred to it in the
merger and thus failed to meet the threshold requirement of sec.
7491(a)(1).
10The weight of authority appears to hold that transferee
liability at law is not limited to the value of the assets
received. Bos Lines, Inc. v. Commissioner, 354 F.2d 830, 837
(8th Cir. 1965), affg. T.C. Memo. 1965-71; see also Saltzman, IRS
Practice and Procedure, par. 17.06[1] (2d ed. 1991) (Transferee
liability at law is full liability, regardless of the value of
the assets received, unless limited by statute or agreement);
Transferee Liability, 628 Tax Mgmt. A-19 (BNA 1988).
Petitioner’s reliance on our decisions in Lesser v. Commissioner,
47 T.C. 564 (1967) and Napsky v. Commissioner, T.C. Memo. 1965-
284, affd. 371 F.2d 189 (7th Cir. 1966), for the proposition that
the liability of a transferee at law is limited to the value of
the property received from the transferor is misplaced because
both of those cases are distinguishable.
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