Citations
- 63 F.2d 202
Full opinion text
WALKER, Circuit Judge.
By the judgment appealed from, which was rendered on an agreed statement of facts, a jury being waived, the Shreveport Producing & Refining Company, Inc., a Louisiana corporation (herein referred to as the Louisiana Corporation), was held to be liable for the sum of $20,000, exacted of and paid by it in 1928 as a documentary stamp tax assessed under title 8, § 800, Schedule A, subd. 3, of the Revenue Act of 1926-, 44 Stat. 99, 101 (26 USCA § 901, Schedule A, subd. 3). The Shreveport Producing & Refining Company was a Delaware corporation (herein referred to as the Delaware corporation), organized in 1920, with an issued capital stock of 1,000’,000 shares of $10 par value each, was authorized to do business in Louisiana, and was engaged in business in that state. Pursuant to action taken at meetings of the stockholders of the Delaware corporation, the Louisiana corporation was organized in 1928, with an authorized capital of 1.000. 000 shares of stock without par value, for the purpose of exchanging all of its capital stock for the entire assets, properties, and franchises of the Delaware corporation and assuming the liabilities thereof; each stockholder of the Delaware corporation to receive the same number of shares in the Louisiana corporation as he held in the Delaware corporation; and the Delaware corporation was dissolved after it had transferred all its assets, franchises, and liabilities to the Louisiana corporation, which transfer was made pursuant to a resolution adopted at a meeting of the stockholders of the Delaware corporation which stated that such transfer was for and in consideration of all the capital stock of the Louisiana corporation, being 1.000. 000 shares without par value, and the assumption by the Louisiana corporation of all the liabilities of the Delaware corporation. That resolution also provided for the issue of tho Louisiana corporation’s stock direct to the stockholders of the Delaware corporation; each such stockholder to receive the same number of shares in the Louisiana Corporation as he then held in the Delaware corporation. That provision was complied with.
Schedule A referred to in section 800’ of title 8 of the Revenue Act of 1926 (subdivisions 2, 3 [26 USCA § 901, Schedule A,, subds. 2, 3]), levying on things mentioned or described in that schedule the several taxes specified therein, contains the following:
“2. Capital stock, issued: On each original issue, whether on organization or reorganization, of certificates of stock, or