New York Football Giants, Inc. - Page 5




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          1997, and 1998 arise from respondent’s determination that                   
          petitioner is liable for the section 1374 built-in gains tax for            
          franchise payments it received in those years.                              
               Petitioner contends that the built-in gains tax is not a               
          subchapter S item and that section 301.6245-1T, Temporary Proced.           
          & Admin. Regs., 52 Fed. Reg. 3003 (Jan. 30, 1987), which defines            
          a subchapter S item to include the section 1374 built-in gains              
          tax, is invalid.  As discussed next, we agree with respondent.              
          B.   Subchapter S Unified Audit and Litigation Procedures                   
               The S corporation audit and litigation procedures, sections            
          6241–6245, were enacted to provide a method for unified treatment           
          of subchapter S items among the shareholders.  Subchapter S                 
          Revision Act of 1982, Pub. L. 97-354, sec. 4(a), 96 Stat. 1691;             
          see S. Rept. 97-640, at 25 (1982), 1982-2 C.B. 718, 729; see also           
          Katz v. Commissioner, 116 T.C. 5, 12 n.7 (2001); Hang v.                    
          Commissioner, 95 T.C. 74, 77-78 (1990).                                     
               A subchapter S item is any item of an S corporation to the             
          extent regulations provide that the item is more appropriately              
          determined at the corporate level than at the shareholder level.            
          Sec. 6245; Dial U.S.A., Inc. v. Commissioner, 95 T.C. 1, 4                  
          (1990).  The correct tax treatment of subchapter S items is                 
          determined in a unified proceeding at the corporate level rather            
          than in separate actions against each shareholder.  Secs. 6241              
          and 6242; Univ. Heights at Hamilton Corp. v. Commissioner, 97               






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