McPherson

The petitioners herein are contesting the determination of the United States Board of Tax Appeals holding them liable as transferees for the payment, in the case of petitioner McPherson of $2,000, and in the ease of Leighton of $900, as their proportion of a total income and profits tax of $7,986.53 assessed against Leighton’s Inc., a corporation. All of the proceedings with respect to the imposition of the main tax, and the amounts thereof assessed against petitioners, were had subsequent to June 25, 1920, on which date the corporation was regularly dissolved as permitted by the laws of California. The corporation was organized on March 29,1919. At and prior to the date of its dissolution, these petitioners, with Carl Barthel, constituted its board of directors. Before the proceedings to dissolve the corporation were completed, petitioner Leighton purchased the assets of the corporation for the sum of $15,-000, and when those proceedings were completed the $15,000 was distributed to the stockholders in proportion to their holdings. Under such distribution, petitioner McPherson received $2,000 and petitioner Leighton $900.

On March 15, 1920 (after the dissolution proceedings), a…