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period”, we conclude that the facts before us are, as pertinent,
not distinguishable from the facts in Acro Manufacturing Co.
C. Analysis and Application of Authorities
Respondent specifically acknowledges that, for tax purposes,
H&C’s disregarded entity election constituted a deemed section
332 liquidation of H&C into Dover UK, whereby H&C became a branch
or division of Dover UK. Respondent refers to the disregarded
entity election as a “check-the-box liquidation” and states that
there is no difference between it and an actual section 332
liquidation.
Accordingly, the principal question before us is whether,
attendant to a section 332 liquidation, the transferee parent
corporation succeeds to the business history of its liquidated
subsidiary with the result that the subsidiary’s assets used in
its trade or business constitute assets used in the parent’s
trade or business upon receipt of those assets by the parent.
Because Dover UK’s disregarded entity election is
characterized as an actual liquidation of H&C for income tax
purposes, among the undisputed tax consequences are the
following: (1) Dover UK recognized neither gain nor loss on its
deemed receipt of H&C’s assets, see sec. 332(a); (2) it succeeded
to H&C’s basis in those assets, see sec. 334(b); and (3) it would
add H&C’s holding period to its own (deemed) holding period in
those assets, see sec. 1223(2). Moreover, the deemed-received
assets did not constitute a single, mass asset with a unitary
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