SECTION 10. DRAFTING

INFORMATION

The principal author of this revenue procedure is Ken Cohen of the Office of Associate Chief Counsel (Corporate). For further information regarding this revenue procedure, contact Mr. Cohen at (202) 622– 7790 (not a toll-free call).

(d) In the case of an acquisition by a foreign purchasing corporation for which Form 8023 is to be filed by the United States shareholders of the foreign purchasing corporation or by the common parent of the consolidated group of which the United States shareholder of the foreign purchasing corporation is a member, a representation that the foreign purchasing corporation is a controlled foreign corporation as defined in § 957 (taking into account § 953(c)) and is not required under § 1.6012–2(g) (other than § 1.6012– 2(g)(2)(i)(b)(2)) to file a United States income tax return for its taxable year that includes the acquisition date.

(2) A description of the required filer’s or filers’ intention, on or before the due date, without extensions, of Form 8023, to make an election under § 338, referencing any documentation supporting such intention;

(3) A detailed description of the circumstances that caused the failure to make a timely election, including the specific person or persons, by name, not merely by firm, who were responsible for filing the election, and such person or persons’ qualifications as a tax professional ( e.g., attorney or CPA);

(4) A description of the circumstances under which the failure to file the election was discovered, including the date of discovery; and

(5) One or more of the following: (a) A discussion explaining that each required filer reasonably relied on a qualified tax professional, including a tax professional employed or engaged by a required filer, who was competent to render advice on the election and was aware of all relevant facts, and who failed to make the election. If one or more (but not all) required filers relied on another required filer, rather than a qualified tax professional, to make the election, please explain;

(b) A discussion explaining that each required filer reasonably relied on a qualified tax professional, including a tax professional employed by such required

filer, who was competent to render advice on the election and was aware of all relevant facts, who failed to advise such required filer to make the election;

(c) A discussion explaining that the required filer or filers failed to make the election because, after exercising reasonable diligence (taking into account the required filer’s or filers’ experience and the complexity of the issue), the required filer or filers were unaware of the necessity for the election; or

(d) A representation that the required filer or filers are requesting relief under § 301.9100–3 to make the election before the failure to make the election is discovered by the Service.

.02 The information set forth in section 5 of this revenue procedure, including the affidavits described in sections 5.13 and 5.14, and copies of any relevant documents, including stock purchase agreements. To the extent that any representation set forth in section 5 cannot be made, the letter ruling request must explain why such representation cannot be made.