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SUPPLEMENTAL MEMORANDUM OPINION
COHEN, Judge: The supplemental opinion resolves the issue
left undecided by our opinion in Tribune Co. v. Commissioner, 125
T.C. 110 (2005) (the Bender opinion). Pursuant to agreement of
the parties, the issue involving the so-called “Mosby
transaction” is submitted fully stipulated and decided on the
basis of the Bender opinion. The findings of fact set forth in
the Bender opinion are incorporated herein by this reference as
if fully set forth. Only those facts unique to the Mosby
transaction are included in this supplemental opinion. Unless
otherwise indicated, all section references are to the Internal
Revenue Code in effect for the year in issue, and all Rule
references are to the Tax Court Rules of Practice and Procedure.
Background
In 1998, in a transaction separate from but similar to the
Bender transaction, Times Mirror Co., Inc. (Times Mirror),
exchanged all of the outstanding stock of Mosby, Inc. (Mosby), in
the “Mosby transaction”. Times Mirror used the “corporate joint
venture” structure to effectuate both the Bender and Mosby
transactions. However, in contrast to the Bender transaction,
before Times Mirror transferred Mosby stock, Mosby distributed
certain assets to Times Mirror.
Times Mirror treated the exchanges of the Bender and Mosby
stock as tax-free reorganizations within the meaning of section
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Last modified: May 25, 2011