Joseph Emilio DiFlora - Page 6

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          of BCE Common Shares that receive New Nortel Common Shares.  U.S.           
          Holders of BCE Common Shares are strongly urged to consult their            
          own tax and financial advisors”.                                            
               Finally, the Circular stated that                                      
               In the opinion of Davis Polk & Wardwell, U.S. counsel to               
               BCE, for U.S. federal income tax purposes a U.S. Holder of             
               BCE Common Shares will be treated as receiving a taxable               
               distribution of the New Nortel Common Shares as a result of            
               the Arrangement and be taxed at ordinary income rates on a             
               dividend in the amount of the fair market value, as of the             
               date of the distribution, of the New Nortel Common Shares              
               received, to the extent the distribution is out of the                 
               earnings and profits (“E&P”) of BCE calculated under                   
               applicable U.S. federal income tax principles.  BCE expects            
               to have E&P adequate to render all or nearly all of the                
               distribution received by a U.S. Holder taxable as a                    
               dividend.                                                              
               Petitioner did not attempt to prove that BCE did not have              
          earnings and profits such that all or some of the distribution              
          was nontaxable.  In fact, on July 6, 2004, this Court analyzed              
          the same BCE distribution of Nortel stock and held that the                 
          retained earnings statement clearly reflected that BCE made the             
          Nortel stock distribution from BCE’s earnings and profits.                  
          Koppel v. Commissioner, T.C. Memo. 2004-158.                                
               We find that the distribution of Nortel stock was a                    
          dividend.  Thus, we conclude that, as such, the distribution of             
          Nortel stock was includable in petitioner’s gross income as a               
          taxable ordinary dividend.  Accordingly, we sustain respondent’s            
          determination on this issue.                                                
               We next address the addition to tax under section 6651(a)(1)           






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