Compaq Computer Corporation and Subsidiaries - Page 13




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          persons competent to express their meaning and to choose apt                
          words in which to embody the purposes of the high contracting               
          parties."  Rocca v. Thompson, 223 U.S. 317, 332 (1912).                     
          Consequently, "The clear import of treaty language controls                 
          unless 'application of the words of the treaty according to their           
          obvious meaning effects a result inconsistent with the intent or            
          expectations of its signatories.'"  Sumitomo Shoji Am., Inc. v.             
          Avagliano, 457 U.S. 176, 180 (1982) (quoting Maximov v. United              
          States, 373 U.S. 49, 54 (1963)).                                            
               In the instant case, we conclude that the clear import of              
          the language of the U.S.-U.K. Convention favors petitioners’                
          position.  The treatment of the ACT shareholder credit was an               
          important issue resolved by the U.S.-U.K. Convention.  See S.               
          Exec. Rept. 95-18, at 2 (1978), 1980-1 C.B. 411, 412 ("Of                   
          particular significance are the new provisions contained in the             
          proposed treaty (1) which provide for a refund by the U.K. to               
          U.S. portfolio and direct shareholders receiving dividends from             
          British corporations of Advance Corporation Tax (ACT) paid by the           
          distributing corporation (Article 10) and allow a U.S. foreign              
          tax credit for the one-half of the ACT which is not refunded to             
          U.S. direct corporate investors (Article 23)").  As the corporate           
          offset is an important facet of the ACT regime, we believe that,            
          had the high contracting parties intended for the shareholder               
          credit to be linked to the corporate offset, Article 23(1)(c)               






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