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A tax-free reorganization not complying with the merger or consolidation statutes of the states involved is difficult to fit into an `` operation of law '' mold.

Although it is in some ways comparable to a voluntary sale of assets for cash, to which section 203 quite clearly applies, the courts and Treasury have held that acquiring corporations in several types of non-taxable reorganizations may sue for refund of taxes paid by transferors.

A recent case in point is Mitchell Canneries v. United States, in which a claim against the Government was transferred first from a corporation to a partnership, whose partners were former stockholders, and then to another corporation formed by the partners.

Holding the final corporation entitled to sue on the claim, the Court cited the Seaboard, Novo Trading, and Roomberg cases for the proposition that `` transfers by operation of law or in conjunction with changes of corporate structure are not assignments prohibited by the statute ''.