dissenting in part:
I respectfully dissent from Part IY of the majority opinion. I do not think that the transaction in question constituted a corporate reorganization within the meaning of § 368(a) (1) (F). That section has been construed by the Supreme Court as being inapplicable where there is a shift in proprietary interest. Helvering v. Southwest Consolidated Corporation, 1942, 315 U.S. 194, 62 S.Ct. 546, 86 L.Ed. 789. 3 Mertens, Law of Federal Income Taxation, § 20.94. Here there was a clear and substantial change in propriety interest. The Favrot group was eliminated.
This is to be distinguished from the situation where only minor and technical differences between the original and surviving corporation will justify classification as a reorganization under § 368(a) (1) (F). See, for example, Davant v. Commissioner of Internal Revenue, 5 Cir., 1966, 366 F.2d 874, involving two corporations having precisely the same stockholders and propriety interests. The assets of one corporation were conveyed to the other. And the court held the result to be a § 368(a) (1) (F) corporate reorganization. The court concluded that whether the assets were held by one or the other corporations made no practical difference and that the shift of the assets between them in view of the complete identity of stockholders and their proprietary interest, resulted in a mere change in identity or form. There was a change in corporate vehicles but not in substance. Cf. Pridemark, Inc. v. Com*139missioner of Internal Revenue, 4 Cir., 1965, 345 F.2d 35, 42; and see “The Reineorporation Game; Have the Ground Rules Really Changed?”, 77 Harv.L.Rev. 1218, 1248 (1964).
There is nothing in § 381 of the Code, 26 U.S.C.A. § 381, or elsewhere, to overrule the specific holding of Helvering v. Southwest Consolidated Corporation, supra, and it is our duty, as was the case with the Tax Court, to follow that decision in the absence of more specific congressional direction. My view is that this was not an appropriate case for the application of § 368(a) (1) (F).