Cir

concurring in part and dissenting in part:

I concur in parts I-IIB of the opinion. I write separately because I conclude that the record is sufficient to reach the merits of the federal law inquiry under 26 U.S.C. § 6901 . I would hold that the transaction between Slone Broadcasting and Berlinet-ta had no economic substance and that the Slone Broadcasting shareholders are transferees under 26 U.S.C. § 6901 . Therefore, I would remand to the Tax Court only on the question of state law substantive liability.

The Supreme Court has stated that “[t]he general characterization of a transaction for tax purposes is a question of law subject to review,” even though “[t]he particular facts from which the characterization is to be made are not so subject.” Frank Lyon Co. v. United States, 435 U.S. 561 , 581 n. 16, 98 S.Ct. 1291 , 55 L.Ed.2d 550 (1978). As the opinion correctly articulates, the standard in this circuit is that “[t]he Tax Court’s factual determinations about a transaction’s economic substance are reviewed for clear error, but the legal standards it applies and the application of those standards to the facts are reviewed de novo.” Reddam v. Comm’r, 755 F.3d 1051, 1059 (9th…

Opinion by Judge IKUTA; Partial Concurrence and Partial Dissent by Judge NOONAN.

ORDER

The opinion filed June 8, 2015, and appearing at 788 F.3d 1049 , is hereby amended as follows:

On page 1053, the second sentence of the penultimate paragraph and the final paragraph should be deleted and replaced with the following:

With this amendment, the petition for rehearing, filed July 16, 2015, is DENIED. No further petitions for rehearing or rehearing en banc will be entertained.

OPINION

This appeal involves two sales. First, Slone Broadcasting Co. sold essentially all of its assets to Citadel Broadcasting Co. for $45 million. The shareholders of Slone Broadcasting then sold all their shares to Berlinetta, Inc. for $33 million. The substance of the stock sale, according to the Commissioner of the Internal Revenue Service (IRS), is that the shareholders received a liquidating distribution from the corporation. The Commissioner contends that the form of this transaction should be disregarded for federal tax law purposes. The shareholders, in turn, claim that the transaction was a legitimate stock sale transaction and its form must be respected. The tax court agreed with the…

FOR PUBLICATION

UNITED STATES COURT OF APPEALS

FOR THE NINTH CIRCUIT

JAMES C. SLONE; NORMA L. SLONE; No. 12-72464

SLONE REVOCABLE TRUST; UA

DATED SEPTEMBER 20, 1994; Tax Ct. No.

TRANSFEREE, 6632-

Petitioners-Appellees,

v.

COMMISSIONER OF INTERNAL

REVENUE,

Respondent-Appellant.

NORMA L. SLONE, No. 12-72495 Petitioner-Appellee, Tax Ct. No. v. 6629-

COMMISSIONER OF INTERNAL

REVENUE,

Respondent-Appellant. SLONE FAMILY GST TRUST, No. 12-72496 Petitioner-Appellee, Tax Ct. No. v. 6630-

COMMISSIONER OF INTERNAL

REVENUE,

Respondent-Appellant.

JAMES C. SLONE, No. 12-72497 Petitioner-Appellee, Tax Ct. No. v. 6631-

COMMISSIONER OF INTERNAL

REVENUE, OPINION

Respondent-Appellant.

Appeal from a Decision of the United States Tax Court

Argued and Submitted November 21, 2014—San Francisco, California

Filed June 8, 2015

SLONE V. CIR

Before: John T. Noonan and Sandra S. Ikuta, Circuit Judges and William H. Albritton,…