American Mfg. Co. v. Commissioner’s Empirical Analysis

Citation profile

3 federal appellate ·

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 17 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.

1. ““If a liquidating corporation distributes all of its properties in complete liquidation and if pursuant to the plan for such complete liquidation a corporation owning the specified amount of stock in the liquidating corporation receives property constituting amounts distributed in complete liquidation within the meaning of the Code and also receives other property attributable to shares not owned by it, the transfer of the property to the recipient corporation shall not be treated, by reason of the receipt of such other property, as not being a distribution (or one of a series of distributions) in complete cancellation or redemption of all of the stock of the liquidating corporation within the meaning of Section 332, even though for purposes of those provisions relating to corporate reorganizations the amount received by the recipient corporation in excess of its ratable share is regarded as acquired upon the issuance of its stock or securities in a tax-free exchange as described in Section 361 and the cancellation or redemption of the stock not owned by the recipient corporation is treated as occurring as a result of a tax-free exchange described in Section 354.””

   2 later decisions quote this exact passage
   e.g. Kansas Sand and Concrete, Inc., Transferee and Kansas Sand and Concrete, Inc. v. Commissioner of Internal Revenue · Kansas Sand & Concrete, Inc. v. Commissioner

2. “(b) Liquidation of subsidiary.- 15 ****** 16 * * * 17 (2) Exception.-If property is received by a corporation in a distribution in complete liquidation of another corporation (within the meaning of Section 332(b)), and if- 18 (A) the distribution is pursuant to a plan of liquidation adopted- 19 (i) on or after June 22, 1954, and 20 (ii) not more than 2 years after the date of the transaction described in subparagraph (B) (or, in the case of a series of transactions, the date of the last such transaction); and 21 (B) stock of the distributing corporation possessing at least 80 percent of the total combined voting power of all classes of stock entitled to vote, and at least 80 percent of the total number of shares of all other classes of stock (except nonvoting stock which is limited and preferred as to dividends), was acquired by the distributee by purchase (as defined in paragraph (3)) during a 12-month period beginning with the earlier of- 22 ****** 23 * * * 24 Then the basis of the property in the hands of the distributee shall be the adjusted basis of the stock with respect to which the distribution was made.”

   1 later decision quote this exact passage
   e.g. Kansas Sand & Concrete, Inc. v. Commissioner

3. “The legislative history lends credence to a view that Section 332 is intended to cover an area in which the reorganization nonrecognition provisions are inapplicable to a 'statutory merger or consolidation' under Section 368(a) (1) (A) that, in substance and effect, is no more than a liquidation of a subsidiary into its parent with all assets going to the parent. Indeed, the regulations under Section 332 take precedence over the reorganization nonrecognition sections, when stock and other property have been exchanged in a parent-subsidiary merger which would result in recognition of 'other property' under the reorganization provisions, but for the fact that Section 332 also applied.”

   1 later decision quote this exact passage
   e.g. Kansas Sand & Concrete, Inc. v. Commissioner