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B. Respondent
Respondent views the liquidating distribution, Countryside’s
sale of the Manchester property in 2001, and the redemption of
the AIG notes from MP in 2003 as giving rise to a series of
“integrally related” transactions pursuant to which “Winn and
Curtis effectively control [by means of their continued
ownership, through CLPP, of MP] their share of the proceeds from
the sale of * * * [the Manchester property], but have permanently
sheltered it from tax.” Respondent seeks to deny, to Mr. Winn
and Mr. Curtis, any deferral, beyond 2000, of their gain
attributable to the 2001 sale of the Manchester property. Thus,
he takes the position that the liquidating distribution
constituted a distribution of money to Mr. Winn and Mr. Curtis;
i.e., it was a distribution of money under (1) section 731(c)
and/or (2) the antiabuse rule of section 1.731-2(h), Income Tax
Regs. In addition, respondent disregards MP’s $3.4 million
liability to CB&T and Mr. Winn’s and Mr. Curtis’s respective
shares of that liability as offsets, under section 752(a), to the
deemed distributions of money to them under section 752(b) (i.e.,
as offsets to the decrease in their share of Countryside’s
liabilities arising from the liquidating distribution).
Consistently, respondent also disregards the $3.4 million of AIG
notes purchased by MP.
Respondent’s position with respect to the impact of the
liquidating distribution on Mr. Winn’s and Mr. Curtis’s 2000
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