The Story of Seagram: The Step Transaction Doctrine on the Rocks
BUSINESS TAX STORIES, Foundation Press, 2005
Posted: 13 May 2005
This chapter focuses on the Tax Court's 1995 Seagram opinion, which involved the tax consequences of events of 1981 in which Du Pont bested Seagram in a battle for control of Conoco, and Seagram ended up with a 20 percent interest in Du Pont as a consolation prize. Zelenak uses the Seagram litigation to tell two stories - of the development of the step transaction doctrine (a brooding omnipresence in the corporate income tax), and of the intertwined fates of Seagram and three generations of the Bronfman dynasty. In its discussion of the step transaction doctrine, the essay explains the two distinct aspects of the doctrine, and demonstrates the role the doctrine has played (and continues to play) in the evolutionary processes of the corporate income tax. The essay also describes two other tax issues - one involving Seagram's later disposition of its interest in Du Pont, and the other involving Du Pont's later disposition of Conoco - the origins of which trace back to the events of 1981. According to Zelenak, A professor planning a seminar on advanced problems in corporate taxation could do worse than devoting the entire semester to an examination of [the tax issues in the Seagram-Du Pont-Conoco saga].
This paper will be published as a chapter in a book entitled Business Tax Stories, to be published by Foundation Press later this year (2005).
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