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holding period, but comprised the numerous classes of both
tangible and intangible property necessary to constitute a going
elevator installation and service business (e.g., tools, spare
parts, fixtures, and accounts receivable). Each item deemed
received by Dover UK came with a distinct, carryover basis and an
existing holding period. Cf. Williams v. McGowan, 152 F.2d 570,
572 (2d Cir. 1945) (capital asset status of the assets of a
business sold shortly after the partnership conducting the
business was terminated must be determined on an asset by asset
basis).
Agreeing, as he must, to the foregoing description of the
tax consequences resulting to Dover UK from its deemed receipt of
H&C’s assets, respondent, nevertheless, argues: “Dover UK must *
* * use, or hold for use, such assets for the requisite period of
time in its trade or business before Dover UK is allowed to
exclude from FPHCI the gain from the [deemed] sale of those
assets.” Respondent refuses to attribute H&C’s business history
to Dover UK:
Dover UK had a separate identity from H&C and the
business of H&C (installing and servicing elevators)
was not the business of Dover UK (a holding company).
In addition, Dover UK never intended to use the assets
in an elevator business. It acquired the assets for
the purpose of selling those assets and avoiding FPHCI.
The arguments of the parties concerning whether we must deem
Dover UK to have succeeded to H&C’s business history center on
section 381, which provides that the acquiring corporation in a
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