dissenting: In my opinion the consolidated invested capital should first be computed separately for each corporation and then elimination made for duplications of investment, as we held in the cases of Grand Rapids Dry Goods Co., 12 B. T. A.; 696; Middlesex Ice Co., 9 B. T. A. 156; American Bond & Mortgage Co., 15 B. T. A. 264.
Under this theory the new corporation’s invested capital would be based on the actual cash value of its assets acquired for stock (sec. 326) and the invested capital of the old company should be determined under section 326 by including the cost of the stock of'the new company which is represented by the value of assets exchanged therefor.
When the invested capital of the two companies is added together the value of the assets transferred to the new company would in effect be reflected twice. Then when this duplication, that is, the investment of the old company in the stock of the new, is eliminated, there remains in consolidated invested capital the value of the assets at the time of the transfer to the new company.
Since the transaction arose prior to March 3, 1917,1 see no reason why the appreciation in value of assets should not be reflected in *125invested capital as the result of the transfer to the new corporation to the same extent as if they had been transferred to a new corporation in a reorganization where only one corporation remained. If only one corporation had remained, clearly the appreciation in value of assets realized as the result of the transfer would be included.
The theory of considering acquisition by a corporation of the stock of another corporation, thereby causing an affiliation of the two, to be acquisition of its own stock, is to my mind clearly erroneous. This fallacy was pointed out by the Circuit Court of Appeals for the Second Circuit in the case of Remington Rand, Inc. v. Commissioner, 33 Fed. (2d) 77, in which the United States Supreme Court has denied certiorari.