South Tulsa Pathology Laboratory, Inc. - Page 28




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                         3.   Conclusion                                              
               There is substantial evidence of device in this case, which            
          is not overcome by substantial evidence of nondevice or by proof            
          that petitioner and Clinpath lacked current or accumulated                  
          earnings and profits.  We hold, therefore, that the distribution            
          of Clinpath stock failed to satisfy the requirements of section             
          355(a)(1).12                                                                
          IV. Tax Treatment of the Distribution of Clinpath Stock                     
               Section 311(a) provides that, except as provided in section            
          311(b), no gain or loss shall be recognized to a corporation on a           
          nonliquidating distribution, with respect to its stock, of its              
          stock or property.  Section 311(b)(1), however, requires a                  
          corporation to recognize gain on nonliquidating distributions of            
          appreciated property to its shareholders as though such property            
          were sold to the distributee at its fair market value.                      
               It is well settled that fair market value is the price at              
          which property would change hands between a willing buyer and a             
          willing seller, neither being under any compulsion to buy or sell           
          and both having reasonable knowledge of the relevant facts.                 

               11(...continued)                                                       
          evidence of corporate business purpose was insufficient to                  
          overcome the compelling evidence of device in this case.                    
               12Because we hold that the sec. 355(a)(1) requirement is not           
          met, we do not separately decide whether the independent                    
          corporate business purpose requirement of sec. 1.355-2(b)(1),               
          Income Tax Regs., or the continuity of proprietary interest                 
          requirement of sec. 1.355-2(c)(1), Income Tax Regs, has been met.           





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