Merrill Lynch & Co., Inc. & Subsidiaries - Page 5




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          before the target corporations were sold outside the consolidated           
          group.  The parties agree that the cross-chain sales qualified as           
          section 3042 redemptions that must be tested for dividend                   
          equivalency under section 302(b).  The parties disagree, however,           
          regarding the result of that testing.                                       
               Respondent contends that each cross-chain sale by a target             
          corporation and the later sale of that target corporation outside           
          the consolidated group were parts of a firm, fixed, and clearly             
          integrated plan to completely terminate the target corporation’s            
          actual and constructive ownership of the issuing corporations.              
          Respondent argues, therefore, that the cross-chain sales                    
          qualified as redemptions in complete termination of the target              
          corporations’ interest in the issuing corporations under section            
          302(b)(3), and must be taxed as a distribution in exchange for              
          stock under section 302(a).  Petitioner contends that each cross-           
          chain sale resulted in the receipt of a dividend by the selling             
          corporation under sections 302(d) and 301 equal to the gross sale           
          proceeds and that it was entitled, under the consolidated return            
          regulations, to increase its basis in the target corporations’              
          stock by the amount of the dividend.3  Petitioner’s claim to                


               2All section references are to the Internal Revenue Code in            
          effect for the years in issue, and all Rule references are to the           
          Tax Court Rules of Practice and Procedure.  Monetary amounts are            
          rounded to the nearest dollar.                                              
               3Under the consolidated return investment adjustment                   
                                                             (continued...)           





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