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Dover Elevator
Dover Elevator, like each of the other business groups, was
managed by a headquarters corporation, Dover Elevator
International, Inc. (DEI), a domestic corporation. However, not
all of the corporations that constituted Dover Elevator were
direct or indirect subsidiaries of DEI. During 1997, DEI’s
United Kingdom (UK) elevator business was conducted by Hammond &
Champness Limited (H&C), a UK corporation engaged in the business
of installing and servicing elevators. H&C was wholly owned by a
UK holding company, Dover U.K. Holdings Limited (Dover UK), which
was wholly owned by a Delaware corporation, Delaware Capital
Formation (DCF), which, finally, was wholly owned by petitioner.
Sale of H&C
On June 30, 1997, Dover UK and petitioner entered into an
agreement with Thyssen Industrie Holdings U.K. PLC (Thyssen), a
German corporation registered in England and Wales, and its
German parent, Thyssen Industrie AG, for the sale by Dover UK to
Thyssen of the entire issued share capital of H&C (the agreement
or stock sale agreement). The agreement provided that it and
other specified documents and agreements relating to the sale
were to be held in escrow until the “Escrow Release Date” (July
11, 1997), by which time it was anticipated that the purchaser
would have “completed its due diligence inquiries, and * * *
determined that it does wish to proceed with * * * [the sale]”
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Last modified: May 25, 2011