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characterize the type of obligation imposed by the subsection by
using the word “shall”. Congress’ use of the word “shall”
relates to the essence of the statutory provision itself, and,
when viewed in light of the statute as a whole, imposes a
mandatory directive on the debtor in applying the relevant
attributes. Alabama v. Bozeman, 533 U.S. 146, ___, 121 S. Ct.
2079, 2085 (2001); Estate of La Sala v. Commissioner, 71 T.C.
752, 762-763 (1979) (“the word ‘shall’ is the single most
important textual consideration in evaluating whether compliance
with a statutory provision is mandatory or directory”). Second,
Congress chose to use the term “succeed to” with no limitation on
the succession. The ordinary meaning of the term in this context
is to take next in time or to follow in succession (e.g., the
acquisition of rights from another). Webster’s II New Riverside
University Dictionary 1156 (1994); Black’s Law Dictionary 1431
(6th ed. 1990).
Third, and most importantly, the text of the phrase mandates
that the “debtor” be the person who succeeds to and takes into
account any NOLs from the bankruptcy estate. We think that
Congress’s use of the word “debtor”, rather than the term
“taxpayer” that is normally used in the Code, is significant.
The word “debtor” in the bankruptcy context is a term of art that
the Bankruptcy Code defines specifically as any “person or
municipality concerning which a case under this title has been
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