Interhotel Company, Ltd. - Page 40




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          the partnership, it is also “substantial” within the meaning of             
          section 1.704-1(b)(3)(iii), Income Tax Regs.6                               
          The Facts and Circumstances Regulations                                     
               Both parties have made alternative arguments based upon the            
          broad factors enumerated in the regulations as appropriate for              
          consideration in resolving issues of partners’ interests.  The              
          relevant regulations provide that “The determination of a partner’s         
          interest in a partnership shall be made by taking into account all          
          facts and circumstances relating to the economic arrangement of the         
          partners.”  Sec. 1.704-1(b)(3)(i), Income Tax Regs.  Because of our         
          holding with respect to the comparable liquidation test, there is           
          no need to revisit the "facts and circumstances" issue.                     
          Deficiencies After Remand                                                   
               Respondent, in his brief on remand, presented an issue that is         
          not directly related to inclusion of the minimum gain chargeback in         
          the comparative liquidation test.  Respondent maintains that the            
          recalculated deficiencies should include a correction to the                
          decision submitted by the parties as a basis for the earlier                
          decision.  That correction concerns the treatment of an asserted            



          6  The comparative liquidation test also requires that                      
          the result of the liquidations be adjusted for the items                    
          described in (4), (5), and (6) of sec. 1.704-1(b)(2)(ii)(d),                
          Income Tax Regs.  See sec. 1.704-1(b)(3)(iii)(b), Income Tax                
          Regs.  Respondent asserts that these provisions, described under            
          the “alternate test” of economic substance, supra, are                      
          inapplicable here.  Petitioner does not disagree.                           





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