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transferee liability does not depend upon the issuance to the
transferor of a valid notice of deficiency. See Kuckenberg v.
Commissioner, 35 T.C. 473, 483 (1960), affd. on this issue 309
F.2d 202 (9th Cir. 1962); Cleveland v. Commissioner, 28 B.T.A.
578 (1933), affd. sub nom. Flynn v. Commissioner, 77 F.2d 180
(5th Cir. 1935); Espinosa v. Commissioner, T.C. Memo. 2000-66,
affd. 24 Fed. Appx. 825 (9th Cir. 2001). Consequently, the
alleged defect in the corporation’s notice of deficiency would
not, in and of itself, impair this Court’s jurisdiction in the
transferee liability cases.6
In any event, the notice of deficiency to the corporation
would not be invalid merely because it covered the entire 1995
year. See Burford v. Commissioner, 76 T.C. 96, 100 (1981), affd.
without published opinion 786 F.2d 1151 (4th Cir. 1986);
Sanderling, Inc. v. Commissioner, 66 T.C. 743, 749 (1976) (“where
the notice [of deficiency] is based on the taxpayer’s final tax
period and covers the entire period of the taxpayer’s operations,
it is a valid determination for that period”), supplemented by
67 T.C. 176 (1976), affd. 571 F.2d 174 (3d Cir. 1978).
6 Moreover, we note that petitioners’ transferee liabilities
are not predicated entirely on the corporation’s deficiency as
determined in the notice of deficiency. Rather, as previously
noted, petitioners’ transferee liabilities, as determined in the
notices of transferee liability, also include $16,135
attributable to the corporation’s reported but unpaid 1995 tax
liability. This $16,135 amount was not subject to deficiency
procedures.
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