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(the “escrow condition”). Dover UK, as “Vendor”, also agreed to
accomplish certain document deliveries and undertakings by July
11, at which time Thyssen, as “Purchaser”, was required to
“satisfy the consideration for the Shares”. Dover UK also agreed
to carry on the H&C business “in the normal course without any
interruption” between June 30 and July 11, 1997. On July 11,
1997, Thyssen notified Dover UK that the escrow condition had
been satisfied, and (we assume, since there is no stipulation)
the purchase price was received by Dover.1
Petitioner obtained an opinion of UK counsel dated July 3,
2001, that, as a matter of English law, beneficial title to the
H&C shares passed from Dover UK to Thyssen on July 11, 1997, when
the escrow condition was satisfied.
Retroactive Election To Treat H&C as a Disregarded Entity
By letter dated December 3, 1998, petitioner, on behalf of
its (then) former indirect subsidiary, H&C, requested that
respondent grant an extension of time, pursuant to sections
301.9100-1(c) and 301.9100-3, Proced. & Admin. Regs., for H&C to
file a retroactive election to be a disregarded entity for
Federal tax purposes (the request for 9100 relief).
1 DEI sold its German elevator service subsidiaries to
Thyssen effective June 1, 1997, and members of the affiliated
group sold the remainder of the group’s elevator business, within
and without the United States, to Thyssen Industrie AG and
Thyssen Elevator Holding Corp. in January 1999. Thus, in a
series of three transactions, the Thyssen group purchased the
group’s worldwide elevator business.
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