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the Bankruptcy Code] as written supplies that certainty.” Id. at
55. We note that the court in In re Emerson did not attempt to
define “terminate” in the context of section 1398, but held that
it retained jurisdiction over the debtor until the bankruptcy
proceeding finally closed.
The holding in In re Emerson is readily distinguishable
from the holdings in numerous cases that have held that a
“termination” occurs at the point of confirmation. The holding
in In re Emerson was applied in a procedural context to generally
determine the proper venue for a chapter 11 proceeding. The
focus of that inquiry must necessarily be the entire chapter 11
proceeding from the time of petition to the closing.
In the setting of a bankruptcy reorganization, it would be
more appropriate to transfer the tax attributes of the bankruptcy
estate to the discharged debtor when the plan of reorganization
is confirmed. The underlying purpose of a bankruptcy
reorganization is “rehabilitating the debtor and avoiding
forfeitures by creditors.” Pioneer Inv. Servs. Co. v. Brunswick
Associates Ltd. Partnership, 507 U.S. 380, 389 (1993). “[T]o
achieve that purpose, the debtor has to continue to operate
between the filing of the petition and the adjudication of
bankruptcy.” Pa. Dept. of Envtl. Res. v. Tri-State Clinical
Labs., Inc., 178 F.3d 685, 690 (3d Cir. 1999).
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