same amount, from the same trust account, on the same day. What remains after disregarding the sham loan is a transfer of cash from Woodside to the trust account and then to an LLC owned by the shareholders established for the sole purpose of receiving the proceeds of the transaction. In reality, the only money that changed hands was Woodside’s cash reserves. At the end of the day (literally!) Woodside’s shareholders received the lion’s share of the proceeds of the asset sale. On these facts it was entirely reasonable for the tax court to conclude that this was a liquidation “cloak[ed] ... in the trappings of a stock sale.” Having received Woodside’s cash in a de facto liquidation, the shareholders are transferees under § 6901. See Owens v. Comm’r, 568 F.2d 1233, 1239-40 (6th Cir.1977) (<HOLDING>). B. Transferee Liability Under Wisconsin Law
holding that a stock sale with similar characteristics was merely an exchange of cash that could be disregarded for incometax purposes holding that a remote tippee must know that original exchange was given in exchange for benefit holding that stock in a housing cooperative that entitled the owner to the use of an apartment but not to any cash return was not a security holding in action for breach of contract caused by wrongful foreclosure and sale of shares of stock plaintiff was entitled to recover the fair market value of the stock at the time of its sale holding that the new jersey real estate licensing act is applicable to the sale of a company through a stock sale