Estate of Bernard H. Stauffer, Bonnie H. Stauffer v. Commissioner of Internal Revenue’s Empirical Analysis
1968
Citation profile
20 federal appellate · 1 district ·
How this case has been cited
Cited by 41 later decisions — most recently June 1986 · most notably Security Industrial Insurance v. United States (1983), Associated MacHine (Formerly Associated MacHine Shop), a Corporation v. Commissioner of Internal Revenue (1968)
20 federal appellate · 1 district ·
Later decisions citing this case, by decade. The current decade is in progress, and our corpus holds fewer opinions from the most recent years, so the latest bars are undercounted — not a real decline.
Relationships
Relies on Gregory v. Helvering · Pinellas Ice & Cold Storage Co. v. Commissioner · United States v. Equitable Life Assurance Society · Le Tulle v. Scofield · Libson Shops, Inc., v. Koehler, District Director of Internal Revenue
Most-quoted passages
The sentences later courts lift from this opinion, ranked by how many decisions quote each — the parts of the opinion doing the work. These counts are smaller than the citation total above because most of the 41 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.
“* * * The principle we derive from Davant is that a shift in operating assets from the transferor corporation to its alter ego wherein the identity of the proprietary interest remains intact and the business enterprise of the transferor corporation continues unimpaired results in an “F” reorganization. There is a change of corporate vehicles but not a change in the substance of the trans-feror corporation. * * * In the instant case, the only change that took place was that Stauffer New Mexico reported the combined income of the three pre-merger corporations in one tax return; the individual books of the constituent enterprises were kept as they had been before the merger; the enterprises continued to operate in the same manner and at the same locations as before the merger; the change was one of corporate vehicles only. The Regulations, § 1.381(b)-1(a) (2), state that in an “F” reorganization the acquiring corporation is to be treated “just as the transferor corporation would have been treated if there had been no reorganization.” Thus, the identity of pre- and post-merger entities is so complete that for tax purposes the latter is the former. That Stauffer New Mexico stood in the shoes of the three constitutent corporations cannot be here denied; it was the alter ego of each of the three pre-merger entities. [Emphasis supplied.] [ 403 F.2d at 619-620 .]”
5 later decisions quote this exact passage · from the majority“A Section 368(a) (1) (F) reorganization is defined as a “mere change in identity, form or place of organization, however effected” * * * In the past, type (F) reorganizations have overlapped with type (A), (C) and (D) reorganizations. For this reason, this provision has received almost no administrative or judicial attention. It is true that a substantial shift in the proprietary interest in a corporation accompanying a reorganization can hardly be characterized as a mere change in identity or form * * * The term “mere change in identity [or] form” obviously refers to a situation where it represents a mere change in form as opposed to a change in substance Whatever the outer limits of Section 368(a) (1) (F), it can clearly be applied where the corporate enterprise continues uninterrupted, except for a distribution of some liquid assets or cash. Under such circumstances, there is a change of corporate vehicles but not a change in substance. If Water had no assets of its own prior to the transfer of Warehouse’s operating assets to it, could we say that Water was any more than the alter ego of Warehouse? The answer is no. The fact that Water already had other assets that were vertically integrated with Warehouse’s assets does not change the fact that Water was Warehouse’s alter ego. Viewed in this way, it can make no practical difference whether the operating assets were held by Water or Warehouse, and a shift between them is a mere change in identity or form. At least where the”
2 later decisions quote this exact passage · from the majority“In the case of a reorganization qualifying under section 368(a) (1) (F) (whether or not such reorganization also qualifies under any other provision of section 868(a) (1)) the acquiring corporation shall be treated (for purposes of section 381) just as the transferor corporation would have been treated if there had been no reorganization. * * *”
2 later decisions quote this exact passage · from the majority
How this case has been treated — in progress
Whether each later court followed, distinguished, criticized, or overruled this decision. The treatment classification (task #35) runs highest-cited cases first and lights up here as it reaches this one.