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ended June 30, 1989, was filed on October 3, 1994. JCC reported
taxable income, before net operating losses (NOLs), in the amount
of $2,858,914. After applying carryover NOLs from prior tax
years, JCC had no regular corporate income tax liability. JCC,
however, remained liable for the alternative minimum tax of
$57,004, which is in controversy in this case. The unpaid tax
liability reported on JCC’s return was assessed by the
Commissioner on November 14, 1994. In addition, the Commissioner
assessed a $12,825 late filing penalty and a $14,251 penalty for
late payment of tax, plus interest as provided by law. During
February 1995, the Commissioner filed a notice of Federal tax
lien against JCC for its 1986 tax liabilities.
OPINION
We consider, under section 6901, whether respondent has
shown that petitioner is a transferee of JCC’s assets and, hence,
liable for JCC’s unpaid Federal tax liability. Section 6901(a)
is a procedural statute enabling respondent to collect a
transferor’s unpaid tax liability from a transferee of the
transferor’s assets. Under section 6901(a), respondent may
establish transferee liability if a basis exists under applicable
State law for holding the transferee liable. Commissioner v.
Stern, 357 U.S. 39, 42-47 (1958); Bresson v. Commissioner, 111
T.C. 172, 179 (1998), affd. 213 F.3d 1173 (9th Cir. 2000);
Hagaman v. Commissioner, 100 T.C. 180, 183 (1993), affd. and
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