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the debtor in possession. Among other things, the plan provided
that on August 31, 1997, most of the various bankruptcy estates’
assets would be transferred into a liquidating trust to be
administered for the benefit of creditors by a trustee. The
trustee was responsible for all tax matters relating to the
estates subject to the supervision of an oversight committee.
The creditors agreed in the plan that the tax attributes would go
to the debtor (petitioner) upon confirmation of the plan.
The plan also provided that the interest in CBCLP was to be
transferred to the NTC bankruptcy estate, and the CBM and CBI
interests were to remain in the Benton estate. The motivation
for not transferring these assets to the liquidating trust was to
maintain the S corporation status of CBM and CBI. This limited
exception to the general transfer of assets to the liquidating
trust was approved by the Benton estate's creditors and promoted
by all S corporation shareholders. The S corporation
shareholders were concerned about whether the transfer of an
interest in an S corporation into a bankruptcy liquidating trust
would result in the termination of S corporation status. Their
concern was focused on the question of whether a liquidating
trust and/or liquidating trustee would be a qualified shareholder
of an S corporation. The Benton estate retained bare legal title
to the interests in CBI and CBM with no rights of ownership. The
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