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unpaid Federal taxes owed by a transferor of the assets.
Commissioner v. Stern, 357 U.S. 39, 45 (1958); Bresson v.
Commissioner, 111 T.C. 172 (1998), affd. 213 F.3d 1173 (9th Cir.
2000).
Section 6901 does not create a tax liability for the
transferee but only provides to respondent a secondary liability
in the transferee (which liability is therefore referred to as a
“transferee liability”) or method by which respondent may collect
from the transferee unpaid taxes owed by the transferor.
Phillips v. Commissioner, 283 U.S. 589, 594 (1931); Mysse v.
Commissioner, 57 T.C. 680, 700-701 (1972).
Respondent bears the burden of proof with regard to asserted
transferee status under section 6901. Sec. 6902(a); Rule 142(d).
Depending on the provisions of the particular State law and
the rules of equity that are involved in a case, factors
generally relevant in considering transferee liability have been
described as follows:
(1) whether the transferees received property of the
transferor; (2) whether the transfer was made without
adequate consideration; (3) whether the transfer was made
during or after the period for which the transferor’s tax
liability accrued; (4) whether the transferor was insolvent
before or because of the transfer of property or whether the
transfer of property was one of a series of distributions of
property that resulted in the insolvency of the transferor;
(5) whether all reasonable efforts to collect from the
transferor were made and further collection efforts would
have been futile; and (6) the value of the transferred
property (which generally determines the limit of a
transferee’s liability). Gumm v. Commissioner, 93 T.C. 475,
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