Feldman v. Comr., T.C. Memo. 2011-297

(transaction did not constitute bona fide sale of ranch for corporate stock, but rather constituted corporate liquidation followed by distribution of cash to shareholders and payment to third party of a fee for facilitating sham sale; facts involved Wisconsin dude ranch in which shareholders wanted to sell their interests, but could only find a buyer for the operating assets; operating assets sold to LLC at $750,000 tax cost, but petitioner entered into "no-cost liquidation", a multi-step transaction consisting of nominal sale of corporate stock to facilitator followed by transfer by facilitator to shareholders of cash plus a premium; facilitator used bad debt losses acquired from other companies to offset gain on asset sale; transaction lacked economic substance).