- 3 - 368(a). Respondent determined in the statutory notice of deficiency that both the Bender and Mosby transactions were taxable. Petitioner asserts that the Bender and Mosby transactions qualify for tax-free treatment as reverse triangular mergers under section 368(a)(2)(E) or, alternatively, as “B” reorganizations under section 368(a)(1)(B). Substantially the same reasons support petitioner’s position that the Bender and Mosby exchanges qualify as tax-free reorganizations. Respondent’s reasons for disallowing tax-free treatment of the Bender transaction are nearly identical to respondent’s reasons for disallowing tax-free treatment of the Mosby transaction. As to the Mosby exchange only, respondent asserts an additional reason to disqualify that transaction as a reverse triangular merger. Respondent contends that Mosby’s transfers of assets to Times Mirror prior to Times Mirror’s transfers of Mosby stock present an alternative and independent ground for finding that the Mosby transaction did not meet the “substantially all” requirement of section 368(a)(2)(E). In December 2004, the Bender transaction was tried. The parties agreed that, because of the similarities between the Bender and Mosby transactions and the issues for trial, a trial of the Bender transaction could obviate the need for or limit the scope of any trial of the Mosby transaction. The parties agreed that, if the Bender transaction fails to qualify as a tax-freePage: Previous 1 2 3 4 5 Next
Last modified: May 25, 2011