Charles Evans Whittaker

“ No gain or loss shall be recognized if stock or securities in a corporation a party to a reorganization are, in pursuance of the plan of reorganization, exchanged solely for stock or securities in such corporation or in another corporation a party to the reorganization.'
By definition, contained in § 112 (g) (1) (B) , the term 'reorganization' means 'the acquisition by one corporation, in exchange solely for all or a part of its voting stock, of at least 80 per centum of the * * * stock of another corporation.' [6] (Emphasis added.) ”

“ In 1952, petitioner transferred all of the International stock to Foremost Dairies, Inc. ('Foremost') , a New York corporation, in exchange for 82,375 shares (a minor percentage) of Foremost's common (voting) stock of the fair market value of $15 per share or $1,235,625 plus cash in the amount of $3,000,000. Petitioner's basis in the International stock was $50,000, and his expenses in connection with the transfer were $21,933.06. Petitioner therefore received for his International stock property and money of a value exceeding his basis and expenses by $4,163,691.94. ”

“ This, of course, is not to say that § 112 (c) (1) is without purpose or function. It is to say only that it does not apply unless some part, at least, of the property exchanged actually meets the particular description contained in the applicable section or subsection of the Code. ”