Great Plains Gasification Associates, A Partnership, Transco Coal Gas Company, A Partner Other Than The Tax Matters Partner - Page 56

                                        - 56 -                                        
               Respondent notes that ANR and the partnership had a tax                
          incentive to delay final disposition of the project assets and              
          contends that ANR’s pursuit of the appeal and the partnership’s             
          ratification of ANR’s actions were simply “window dressing”.                
          Respondent seems to suggest that the foreclosure litigation                 
          lacked economic substance.  We disagree.  Viewed in its totality,           
          the record convinces us that petitioner and the partnership had             
          legitimate and substantial business reasons, apart from tax                 
          considerations, to appeal the foreclosure litigation as part of             
          their sustained effort to restructure the debt and salvage their            
          half-billion dollar investments in the project.  Cf. N. Ind. Pub.           
          Serv. Co. v. Commissioner, 115 F.3d 506, 512 (7th Cir. 1997)                
          (business actions “are recognizable for tax purposes, despite any           
          tax-avoidance motive, so long as the corporation engages in bona            
          fide economically-based business transactions”), affg. 105 T.C.             
          341 (1995).                                                                 
               In sum, we conclude and hold that the transfer of the                  
          project assets pursuant to the foreclosure sale was not finalized           
          until November 2, 1987, when the Supreme Court denied the                   
          petition for writ of certiorari in the foreclosure litigation.30            


               29(...continued)                                                       
          a copy of the ratification resolutions, which Mr. Rackley’s                 
          letter stated “were duly adopted by the Management Committee of             
          the Partnership on September 3, 1987”.                                      
               30 For similar reasons, we reject respondent’s claim, raised           
          in cursory fashion on brief, that as of June 30, 1986, the                  
                                                              (continued...)          




Page:  Previous  46  47  48  49  50  51  52  53  54  55  56  57  58  59  60  61  62  63  64  65  Next

Last modified: May 25, 2011