Francis C. Whelan, You. S. Atty., having Southern area Dist. from Ca, from the Faithful Age. Keir, Asst. U. S. Atty., Chief, Taxation Part, Los angeles, Cal., for accused.
Thereafter, into April 19, 1957, Hollywood matched to the Home. The corporate life from Hollywood terminated however, the whole providers is continued in place of disruption because the an integral part of plaintiff organization, Home.
Most of the procedural conditions was indeed complied which have by Plaintiff. That it Court have legislation by the advantage of twenty-eight You.S.C. 1346(a) short term loans in Plantsville CT (1) and 1402(a) (1), and you can twenty-six You.S.C. 7422. The income tax, or no, is that of Movie industry, however, Domestic would-be responsible since transferee and has paid such as for instance tax because transferee.
Webster, bought all the a good verify stock from Hollywood Coupons and you may Financing Association (hereinafter called “Hollywood”)
One to top material and several supplementary things are demonstrated by the pleadings, but a decision to the no. 1 procedure disposes of the case with its totality.
For the February away from 1957, Plaintiff Family Coupons and you may Mortgage Relationship, transferee (hereinafter called “Home”) employing attorneys and broker, Thomas C
The key concern is: In the an excellent merger, does the fresh put aside to own money owed of your merged business end up being expidited towards income due to the merger? *135 Specifically right here, if the pre-merger set-aside to possess bad debts out-of Hollywood since April 19, 1957, be included in their earnings within its last come back?
The problems given that presented in the pleadings in addition to reputation for happening take the foundation that Hollywood is a completely-owned subsidiary out of Domestic and you may, hence, the fresh new merger is pursuant so you’re able to twenty-six U.S.C. 332. (All the section references hereinafter are to the interior Revenue Code regarding 1954). not, this approach disregards the actual strange business construction out of a discount and you can loan organization under the legislation of your own State from California. If you’re most of the verify inventory off Movie industry try owned by Home, the brand new depositors regarding Hollywood, which, under Ca laws, are called “shareholders,” got a directly to choose, a directly to choose people in the newest Board regarding Directors ( not a lot of including Panel), together with choose away from a couple-thirds ( 2/step 3 rds) of such shareholders try a requirement for new merger. Area 332 requires that the newest mother or father company become manager out of stock “having no less than 80 per cent of the complete joint voting power of all of the groups regarding stock permitted choose.” Whenever you are less than California law brand new depositor-shareholder’s focus was denominated “shares” as opposed to “inventory,” the newest dealing with basis is not necessarily the model of the fresh depositor-shareholder’s notice but the top-notch legal rights, choice and benefits regarding such as interest. Due to the fact a keen affirmative one or two-thirds choose of your depositor-investors had to accept the merger, and since for example depositor-investors had the directly to elect a certain number of users of your own Board out-of Directors, next except if Domestic in addition to owned 80% of this kind of share entitled to vote, this new merger could not be considered under Sec. 332 since a good liquidation from a part. Family don’t own any kind of these share; hence, Point 332 was not relevant.
Following merger out-of Movie industry and you can Household, this new depositor-shareholders of Movie industry turned new depositor-investors off House. Thereafter, the new depositor-investors of Hollywood encountered the exact same professional-rata proceeded demand for Domestic as they had through to the merger on the a beneficial consolidated foundation. The fresh new merger ranging from Hollywood and you may House is actually a statutory merger reorganization since the you to definitely title is employed inside Sec. 368(a) (1) (A). Not as much as people concept, there’s sufficient continuity interesting.
Within the an excellent reorganization, this new put aside for bad debts of the combined agency isnt expidited with the income due to the merger.