La nueva bilbioteca del Abogado de la UNAM

Resumen

---

El pasado 10 de febrero se realizó la inauguración del la biblioteca "Jorge Carpizo" de la Oficina del Abogado General de la UNAM. (...)

Ver el contenido completo de este documento

Extracto

---

La nueva bilbioteca del Abogado de la UNAM

T.C. Memo. 2010-203

UNITED STATES TAX COURT LR DEVELOPMENT COMPANY LLC, TRANSFEREE, Petitioner v. COMMISSIONER OF INTERNAL REVENUE, Respondent Docket No. 8836-06. Filed September 16, 2010.

Jenny L. Johnson, Ziemowit T. Smulkowski, and Denis J. Conlon, for petitioner.

Lawrence C. Letkewicz, David B. Flassing, and Justin D. Scheid, for respondent.

MEMORANDUM FINDINGS OF FACT AND OPINION CHIECHI, Judge: Respondent determined that petitioner LR Development Co. LLC is liable as a transferee for the deficiency of $7,507,972 in, and the accuracy-related penalty under section 6662(a)1 of $1,501,594.50 on, the Federal income tax (tax) of Bruce C. Abrams, Inc. (BCA),2 for BCA's short taxable year ended December 31, 2000, as well as interest thereon as provided by law. We must decide whether to sustain respondent's determination. We hold that we shall not.

FINDINGS OF FACT Some of the facts have been stipulated and are so found.

At the time it filed the petition, petitioner maintained its principal office in Illinois.

In 1988, BCA was incorporated under Illinois law in order to (1) develop high-end residential condominiums in Chicago, Illinois (Chicago), (2) renovate historic buildings in and around Chicago and adapt them to different uses, and (3) develop affordable housing projects in Illinois. At all relevant times prior to August 1, 2000, BCA was an S corporation.

At all relevant times until December 12, 1999, Bruce C. Abrams (Mr. Abrams) was the president and the sole stockholder of BCA. On December 12, 1999, Mr. Abrams died. As a result, Mr. Abrams' estate (Abrams estate) became the sole stockholder of 1All section references are to the Internal Revenue Code (Code) in effect at all relevant times. All Rule references are to the Tax Court Rules of Practice and Procedure.

2From its incorporation, BCA conducted its business under the name 'LR Development Co.' We shall refer to that corporation as BCA in order to prevent confusion with petitioner LR Development Co. LLC.

BCA. At all relevant times, Mr. Abrams' wife, Nancy Abrams (Ms. Abrams), served as the executrix of the Abrams estate.

Sometime between Mr. Abrams' death on December 12, 1999, and December 30, 1999, Ms. Abrams appointed David Kirshenbaum (Mr. Kirshenbaum) as president of BCA.3 On January 5, 2000, Ms. Abrams appointed the following individuals as directors of BCA: Her father Byron Canvasser, her brother Robert Canvasser, and Andrew Hochberg.

At all relevant times, the following individuals who constituted the senior management of BCA held the offices in BCA indicated:

Name Title David Kirshenbaum President Steven Sherman Chief financial officer Donald Biernacki Senior vice president-- construction Kerry Dickson Senior vice president-- development Laura Davis Molk Senior vice president-- marketing Thomas Weeks Senior vice president-- for-sale properties David Dresdner Senior vice president-- commercial properties Kenneth Rice Senior vice president-- affordable housing Stephen Galler Senior vice president and general counsel Theodore Weldon Vice president-- acquisitions 3From 1996 until he became president of BCA, Mr. Kirshenbaum had served as its chief operating officer.

Glen Krandel Vice president-- information technology Ann Thompson Vice president and director of architectural design (We shall refer collectively to all of BCA's officers listed above, except Mr. Kirshenbaum, as BCA senior management.) Within a few days after Mr. Abrams' death, Ms. Abrams, as executrix of the Abrams estate, decided to sell the stock of BCA that that estate owned. The Abrams estate was unwilling to cause BCA to sell its assets.

Sometime before early April 2000, Ms. Abrams, as executrix of the Abrams estate, retained Mayer, Brown & Platt (Mayer Brown) to serve as that estate's attorneys with respect to the sale of BCA. On February 1, 2000, Ms. Abrams, as executrix of the Abrams estate, retained Cohen Financial Corp. (Cohen Financial), an investment banking firm with its principal office in Chicago, to assist that estate in valuing and selling BCA.4 CFC Advisory Services L.P. (CFC Advisory), an entity that Cohen Financial owned, was to provide that assistance. On February 1, 2000, the Abrams estate and CFC Advisory entered into an agreement (CFC engagement agreement) for CFC Advisory to do so.5

4Before Mr. Abrams' death, Cohen Financial had provided financing to BCA for certain of its real estate development projects.

5Although the record establishes that CFC Advisory performed the services under the CFC engagement agreement, the parties (continued...) On July 1, 1992, The Related Companies, L.P. (Related), a limited partnership, was organized under New York law to acquire, own, develop, finance, operate, maintain, and manage real estate, primarily residential and retail properties. At all relevant times, Stephen Ross (Mr. Ross) owned indirectly the majority of the interests in Related.6 During those times, Mr. Ross served as chairman of Related. ...

Ver el contenido completo de este documento

---