ag MARVEL ENTERTAINMENT, LLC, as Successor to Marvel Entertainment, Inc., F.K.A.… v. Commissioner of Internal Revenue

15‐3335‐ag
Marvel Entmʹt, LLC v. Commʹr
UNITED S TATES COURT OF APPEALS
FOR THE SECOND CIRCUIT
August Term 2016
(Argued: August 31, 2016 Decided: September 7, 2016)
Docket No. 15‐3335‐ag
MARVEL ENTERTAINMENT, LLC, as Successor to Marvel Entertainment, Inc.,
F.K.A. Marvel Enterprises, Inc. and as agent for members of Marvel
Enterprises, Inc. and Subsidiaries Group,
Petitioner‐Appellant,
v.
C OMMISSIONER OF INTERNAL R EVENUE,
Respondent‐Appellee.
O N A PPEAL FROM THE U NITED S TATES TAX C OURT
Before:
WINTER , C HIN, and D RONEY , Circuit Judges.
______
Appeal from an opinion and an order and decision of the United
States Tax Court (Ruwe, J.) granting summary judgment for the Commissioner of

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Internal Revenue and finding petitioner‐appellant Marvel Entertainment, LLC
liable for federal income tax deficiencies for the taxable years 2003 and 2004. The
Tax Court applied a ʺsingle entityʺ approach to reduce the consolidated net
operating loss of Marvel Entertainment, LLCʹs consolidated group by its
previously excluded cancellation of debt income.
A FFIRMED.
______
B. JOHN WILLIAMS, JR. (David W. Foster, Nathan
P. Wacker, Sonja Schiller, on the brief),
Skadden, Arps, Slate, Meagher & Flom
LLP, Washington, D.C. and Chicago,
Illinois, for Petitioner‐Appellant.
D EBORAH K. S NYDER (Gilbert S. Rothenberg,
Thomas J. Clark, on the brief), Tax Division,
Department of Justice, for Caroline D.
Ciraolo, Acting Assistant Attorney General,
and Diana L. Erbsen, Deputy Assistant
Attorney General, Washington D.C., for
Respondent‐Appellee.
PER C URIAM :
This appeal challenges an opinion and an order and decision of the
United States Tax Court entered July 21, 2015 granting summary judgment for
the Commissioner of Internal Revenue. The sole issue before the Tax Court, and

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before us on appeal, is whether petitioner‐appellant Marvel Entertainment, LLCʹs
consolidated group must reduce its consolidated net operating loss (ʺCNOLʺ)
under Internal Revenue Code § 108(b)(2)(A) by the total amount of the groupʹs
previously excluded cancellation of indebtedness income under a ʺsingle entityʺ
approach as opposed to determining the amount of CNOL apportionable to each
member and applying § 108(b)(2)(A) on a member‐by‐member basis. The Tax
Court applied a ʺsingle entityʺ approach to reduce the CNOL, finding
deficiencies in income tax due for the taxable years 2003 and 2004 in the amounts
of $2,144,756 and $14,453,653, respectively.
Applying de novo review, Scheidelman v. Commʹr, 682 F.3d 189, 193
(2d Cir. 2012), we affirm for substantially the reasons stated by the Tax Court in
its complete and well‐reasoned opinion, 145 T.C. 69 (2015).

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