SPOTTSWOOD W. ROBINSON, III, Circuit Judge:
These two cases, consolidated in this court, present similar fact patterns and similar issues for our consideration. In each, the assets of a dissolved corporation, consisting chiefly of an apartment building, were distributed, subject to outstanding corporate debts, to its stockholders who promptly discharged the indebtedness and continued, through the medium of a newly-formed partnership, the preexisting corporate business...
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