Framatome Connectors USA, Inc. - Page 56




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               The parties stipulated that the fair market value of the               
          stock of the four European subsidiaries was $70,627,554, which is           
          $17,577,252 more than $53,050,302.  Thus, we conclude that the              
          value of the stock of the four European subsidiaries exceeded the           
          value of 40 percent of the Burndy-Japan stock by $17,577,252.               
               Burndy-US transferred the stock of FC-Spain and FC-Italy to            
          FCI in 1994.  However, respondent contends that FCI                         
          constructively received the stock of FC-Spain and FC-Italy in               
          1993.  We disagree.                                                         
               A shareholder does not constructively receive a dividend               
          during a year if the shareholder lacks an unrestricted legal                
          right to demand payment in that year.  Bush Bros. v.                        
          Commissioner, 73 T.C. 424, 438-439 (1979), affd. 668 F.2d 252               
          (6th Cir. 1982).  The September 20, 1993, agreement between FCI             
          and Burndy-US stated that Burndy-US was to transfer the stock of            
          FC-Italy and FC-Spain to FCI in 1994,24 and that the transfer of            
          stock of FC-Italy and FC-Spain to FCI was to be effective on                
          January 1, 1994.  FCI agreed to defer its receipt of that stock             
          to 1994.  That stock was Burndy-US’s payment for the stock of               
          Burndy-Japan.  Thus, FCI did not constructively receive the stock           
          of FC-Italy and FC-Spain in 1993.                                           



               24  Alternatively, respondent contends that FCI received a             
          constructive dividend from the bargain sale of that stock in                
          1994, a year not before us.                                                 





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