Seagate Technology, Inc. - Page 23




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          irrelevant to our analysis since neither party is advocating for            
          the application of the open transaction doctrine in the present             
          case.  Indeed, the fact that Conner Malaysia discounted and                 
          valued the restricted shares in 1991 indicates that they treated            
          the asset sale as a closed transaction in 1991.  Petitioner                 
          nevertheless argues that the logic and analysis used in Likins-             
          Foster Honolulu Corp. v. Commissioner, 840 F.2d 642 (9th Cir.               
          1988), affg. T.C. Memo. 1985-572 and Dimond v. United States (In            
          re Steen), 509 F.2d 1398 (9th Cir. 1975), are controlling in the            
          instant case, even though those cases did not cite Arrowsmith v.            
          Commissioner, supra, and were decided using the open transaction            
          doctrine.  We disagree.  While similarities may exist between               
          relation-back cases and open transaction cases, they nonetheless            
          involve different principles, and we simply cannot rely on cases            
          that were decided based on the open transaction doctrine in                 
          order to decide a case that, neither party disputes, involved a             
          closed transaction.                                                         
               Petitioner acquired the Read-Rite shares at a set price                
          which was not at all dependent on what it subsequently obtained             
          from unrelated third parties upon the sale of the restricted                
          shares.  Petitioner did not introduce any evidence that Conner              
          Malaysia and Read-Rite intended the asset price to be determined            
          after the Read-Rite shares were sold or the restrictions lapsed.            
          The fact that Conner Malaysia assumed the risk that it was                  






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