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distribution to its shareholders of stock of a controlled
corporation qualified as a nontaxable distribution under section
355; and (2) if the distribution did not qualify as a nontaxable
distribution under section 355, whether the fair market value of
the distributed stock for purposes of calculating petitioner’s
gain under section 311(b)(1) is measured by the price paid for
the stock by a third-party purchaser on the distribution date or
by the alleged value of the controlled corporation’s assets on
the day before the distribution.
FINDINGS OF FACT
Some of the facts have been stipulated and are so found. We
incorporate the stipulation of facts herein by this reference.
I. Petitioner’s Business in General
South Tulsa Pathology Laboratory, Inc. (petitioner), is, and
was for all relevant periods, an Oklahoma professional
corporation, which had its principal place of business in Tulsa,
Oklahoma, when it filed its petition in this case. Petitioner
was incorporated as an Oklahoma professional corporation in July
1968. Petitioner was owned by seven physicians (shareholders).
For all relevant periods, petitioner was classified as a “C”
corporation for Federal corporate income tax purposes and had a
1(...continued)
Tax Court Rules of Practice and Procedure. Monetary amounts are
rounded to the nearest dollar.
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Last modified: May 25, 2011