Two years ago, Lodi Inc.s shareholders voted to dissolve the corporation. Pursuant to the dissolution, Lodi sold all its assets, paid off its outstanding debts, and distributed $795,000 remaining cash to its shareholders in complete liquidation of their equity. This year, the IRS determined that Lodi underpaid its corporate income tax for its last three years. The tax deficiency totaled $1.38 million.

Required:

1. To what extent can the IRS collect the deficiency from the former Lodi shareholders?
2. MN Partnership was a 5 percent shareholder that received a $39,750 liquidating distribution from Lodi. How much tax can the IRS collect from MN partnership?