Who are these afecionados is the issue before Judge Jeffrey S. (“Schwer”) Arbeit, but it’s not so hard that summary J can’t resolve it in Blair A. Battersby, et al., Docket No. 1356-23, filed 4/2/26. It’s a chicken farm LLC box-checked to Sub S taxation that turns into Dixieland Boondockery. In year at issue original owners Phil and Teresa swap some stock, so the 10 (count ’em, 10) syndicatees who get 97.5% of the stock claim Section 1377(a)(2) termination affected shareholder status lets them split tax years and make special allocations of the $6.1 million claimed conservation easement deduction.

“Section 1377(a)(1) provides that each shareholder’s pro rata share of any S corporation item described in section 1366(a) for any taxable year is the sum of the amounts determined with respect to the shareholder by assigning an equal portion of the item to each day of the S corporation’s taxable year, and then by dividing that portion pro rata among the shares outstanding on that day (that is, a per-share, per-day basis). See also Treas. Reg. § 1.1377-1(a)(1). Section 1377(a)(2) provides an exception to this per-share, per-day rule if a shareholder’s interest in the S corporation terminates during the taxable year: the S corporation, with the consent of all ‘affected shareholders,’ is permitted to elect to compute pro rata shares of ‘affected shareholders’ as if the taxable year consisted of two separate taxable years. See § 1377(a)(2)(A); Treas. Reg. § 1.1377-1(b)(1). The election under section 1377(a)(2) has no effect on shareholders that are not ‘affected shareholders.’ See §1377(a)(2); Treas. Reg. § 1.1377-1(b). The “affected shareholders” are those shareholders whose interests terminate and all shareholders to whom those shareholders transferred shares during the taxable year. See § 1377(a)(2)(B); Treas. Reg. § 1.1377-1(b)(2). If, however, the S corporation redeems a shareholder’s interest, all the shareholders during the entire taxable year are treated as affected shareholders. See id. 

“The parties share the same understanding of the law. Accordingly both parties acknowledge that unless a shareholder’s interest is terminated because of a redemption by an S corporation, the affected shareholders are limited to the transferors and transferees of the ownership interest.” Order, at pp. 4-5.

Judge Schwer Arbeit finds the paperwork shows the swap was between Phil and Teresa, not a corporate redemption of their stock. Hence only they are “affected shareholders.” Wherefore the syndicatees have only a single tax year and are relegated to per-share-per day straight allocation, no mix-and-match with the claimed deduction.

Of course, there remains the question of the valuation of the easement remains for trial. Order, at p. 1.

Mr. W (name omitted) is, and was during and before the year at issue, Executive Director of the Bessemer Airport Authority, which runs Echo Kilo Yankee, a public-use, business friendly airport with a sincere dedication to serving the entire General Aviation community.  The trusty attorneys for Morgan Run Partners, LLC, Overflow Marketing, LLC, Tax Matters Partner, Docket No. 8669-20, filed 4/1/26, want to put in evidence some of Mr. W’s drafts and e-mails about capital improvements to that striving, thriving installation and testify that maybe so might could be acquiring part of the nearby Dixieland Boondockery at issue here.

Judge Albert G. (“Scholar Al”) Lauber cancels the trusty attorneys’ takeoff clearance and sends them back to the ramp.

“…the trial session beginning April 6, 2026, is limited to deciding a single issue—the FMV of the easement––which will require the Court to determine the FMV of the Morgan Run Property before placement of the easement. In determining the ‘before value,’ we must decide ‘the price at which the [Morgan Run] property would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or sell and both having reasonable knowledge of relevant facts.” Treas. Reg. § 1.170A-1(c)(2). Whether a nearby property owner, such as the airport, considered ‘pursuing’ the Property, at an undisclosed purchase price, without ever communicating any purchase offer to anyone, is not information to which other market participants would be privy. Because this information, even if true, would not be available to a hypothetical buyer with reasonable knowledge of the relevant facts, it is simply not relevant in determining the FMV of the Morgan Run Property.” Order, at p. 3.

Besides, the whole thing is speculative. The drafts are just that, drafts; no showing they ever went beyond that, or if they did, how they ended up. Moreover, throughout discovery IRS asked for “(1) any correspondence with persons interested in acquiring the Morgan Run Property; (2) any offers to purchase the Property; and (3) documentation of any activities with respect to possible industrial development of the Property, including any plans, studies, conceptual designs, permits, permit applications, cost estimates, and/or correspondence with Jefferson County, the State of Alabama, or their respective agencies.” Order, at p. 2. IRS got nothing. The prior owners had Morgan Run zoned residential estate, and the appraisal attached to the Form 8283 stated HBU was residential.

An offer, unaccepted, does not indicate value. Here, there isn’t even an offer.

Discovery closed two (count ’em, two) months ago. This stuff came up in the middle of last month. Judge Scholar Al says this is an ambush and tosses the documents. Mr. W can testify as to facts, and if IRS’ expert spoke to him as petitioners claim, he can testify about that.

Judge Elizabeth A. (“Tex”) Copeland sings out a variant of that old cadence I (and a generation now thinning out) remember so well. Judge Tex Copeland is telling Peter E. Barker-Homek, half of Peter E. Barker-Homek & Shay Serdy, Docket No. 2172-17, filed 3/31/26, that he must sort out his bankruptcy dischargeability issues elsewhere than at The Glasshouse in the City of the Partial Shutdown. 

Peter wants an order clarified, but exactly which order and how it is unclear are themselves unclear. Order, at p. 2. Judge Copeland surmises Peter means whether she or the BJ in whichever of the three (count ’em, three) bankruptcy cases he and Ms. Serdy filed can decide which, if any, of the deficiencies he’s now petitioning are discharged or dischargeable. The last of the bankruptcy cases resulted in an order returning the deficiency case to Tax Court to decide whether there are deficiencies at all, and if so, how much is owed.

Tax Court decides deficiencies, Bankruptcy Court decides dischargeability.

“On this point, we refer the parties to our holding in Neilson v. Commissioner, 94 T.C. 1, 9 (1990), where we clarified that ‘we are without subject matter jurisdiction [to determine dischargeability] and petitioners, if they want a ruling on their dischargeability position, would be required to seek the jurisdiction of the bankruptcy court.’ What this means for Mr. Barker-Homek in this case is that we must conclude our deficiency determination before such deficiency can be discharged in bankruptcy.” Order, at pp. 2-3.

Judge Copeland lays out two (count ’em, two) scenarios this case might follow, but refrains from any more, and strongly suggests the parties settle the numbers.

Peter is rebuked for failing to serve Ms. Serdy (who is mail only, not electronic), leaving the burden on Mr. Jeane and his faithful few.

Oh yes, Peter also moves to reopen the record and recuse Judge Copeland, but those will have to await IRS’ replies. Cain’t hardly wait.