Anglim
Orpheum Bldg. Co. v. Anglim
Opinion
Lead Opinion
Haney, J.
Appeal is taken from a judgment for appellee in an action brought by appellant to recover stamp taxes paid by it.
In 1932, Marshall Square Building Company, a California corporation, hereafter called Marshall Square, conveyed certain property in trust to secure the payment of its bonds. It defaulted in the payment of interest due on the bonds on February IS, 1934. A bondholders’ committee was thereafter formed. The committee and Marshall Square entered into an agreement dated May 20, 1936, which set forth a plan of reorganization as follows: a new corporation was to be organized and in exchange for the unincumbered title to the properties of Marshall Square was to issue 92%% of its stock to the bondholders of Marshall Square, and 7%% of its stock to the stockholders of Marshall Square.
The committee submitted the plan to the bondholders in writing on November 9, 1936. The plan as so submitted provided for the execution by each of the bondholders of a document approving the plan and appointing the committee as his attorney in fact to consent to the release of the trust indenture and to accept voting trust certificates for the stock he was entitled to receive under the plan. After…
Concurring Opinion
Healy, J.
(concurring).
I agree that the deed conveying the property from Marshall Square to the taxpayer was subject to the tax assessed by the Commissioner and upheld by the trial court. The assessment falls within the plain terms both of the statute and the regulation quoted in the main opinion. The consideration paid for the conveyance was the full value of the property, since no encumbrance remained thereon upon consummation of the sale.
The remaining problem before us is a simple one and depends for its solution upon the application of the statute to the distinctive facts of the case. I think the problem is not clarified by the extended analysis of the prior decisions of this court, which in turn were decided, whether rightly or wrongly, on their own peculiar facts.
The decision below was that the reorganization plan involved two taxable transfers of rights to receive stock, namely, (1) a transfer by Marshall Square to the bondholders of the right to receive 159,-520 shares in the new company, and (2) a transfer by the bondholders to the voting trustees of the bondholders’ right to receive such shares. On the appeal the Commissioner undertook to support the trial court’s…