dissenting:
We are called upon to interpret in this case a section of the Internal Revenue Code that has received practically no attention from the courts. Booth Fisheries Co. v. Commissioner, I.R.S., 84 F.2d 49 (7th Cir.1936) interpreted a predecessor section, § 141(h) of the Revenue Act of 1928.1
*755We set out the act we are to construe in full:
SEC. 1504(d). SUBSIDIARY FORMED TO COMPLY WITH FOREIGN LAW. In the case of a domestic corporation owning or controlling, directly or indirectly, 100 percent of the capital stock (exclusive of directors’ qualifying shares) of a corporation organized under the laws of a contiguous foreign country and maintained solely for the purpose of complying with the laws of such country as to title and operation of property, such foreign corporation may, at the option of the domestic corporation, be treated for the purpose of this subtitle as a domestic corporation.
The Canadian Foreign Investment Review Act (FIRA) governed USPC’s acquisition of business assets in Canada, described by the majority opinion as “a defunct Canadian manufacturer.”2 USPC formed a Canadian subsidiary, Trans Canada, to acquire certain equipment for the new business and proposed to operate it subject to Canadian approval under FIRA. As described by one of the taxpayer’s Canadian counsel, “the Act [FIRA] was passed to insure that foreign investors will only acquire or establish new businesses in Canada when such new businesses are of significant benefit to Canada.” Joint Appendix at 343. I agree with the majority determination, in accord with the Tax Court’s finding, that “[t]he Act does not require foreign businesses to incorporate in Canada.” (emphasis added). It is apparent, on the other hand, that a very substantial majority of such businesses do incorporate in order to operate a new Canadian enterprise.
On this case, USPC did receive the advice of counsel that it would be of benefit to form a Canadian incorporation to operate this textile business in Canada and would likely speed approval by Canadian authorities of this acquisition. This apparently is routine advice given to interested American corporations in this kind of situation.
In the course of investigating the claim of USPC that it be permitted to file consolidated returns with Trans Canada during the years in issue and thus gain the benefit of a substantial write-off of losses of Trans Canada, Mr. Paul Saigh, appeals officer of the Detroit Division of IRS, wrote to the Canadian director of the Enforcement Division [under F.I.R.A.] to inquire:
A reading of the Act and my discussion with you leads me to conclude that a United States corporation could conduct the approved Canadian business as a branch, division or as a Canadian corporation and that Canadian law does not require incorporation solely for the purpose to hold title and the operation of property. It is also my understanding that although your office encourages or prefers that the approved Canadian business be incorporated, that the United States corporation, if it desired, would be allowed to operate the approved Canadian business in a non-corporate form.
Letter dated 2/12/81, Exh. 12-H, J/A 338.
Mr. H.F. Hagen, the Canadian director, responded on February 18, 1981:
In reply to your letter of February 12, 1981, I would confirm your conclusion and understanding as expressed in the third paragraph. I should add, however, that a U.S. applicant’s chances of success before this Agency would be greatly enhanced by the act of Canadian incorporation. This, after all, would not only allow the applicant to live up more fully to the Canadian government’s expectations as laid down in the “New Principles of International Business Conduct” of July 18, 1975 (copy enclosed), but, at the *756same time, would allow such factors as “participation by Canadians in the business enterprise” and “the compatibility ... with national industrial and economic policies” to be taken into positive account when assessing the relevant proposal for “significant benefit to Canada”.
Exh. 13-1, J/A 339.3
The Tax Court was correct in finding that there are no effective regulations, applicable to the tax years in question, interpreting § 1504(d). The tax court noted also that “Senate, House, and Conference Reports are silent” concerning § 1504(d)’s inclusion into the 1954 Tax Code. Booth Fisheries, decided in 1936, dealt with tax years ending in 1930 and a claim by a Delaware corporation to deduct a loss suffered by its Canadian subsidiary through means of a consolidated return. The key finding which allowed the corporate taxpayer’s claim in Booth Fisheries was its manager’s uncontradicted testimony that “I know the purpose for which this corporation was organized in Canada. It was to conform to Canadian requirements to make it possible to operate there.” 84 F.2d at 51 (emphasis added).
I submit that Booth Fisheries was decided based on testimony that the American corporate taxpayer was required to incorporate in Canada to make it possible to operate there. The Booth Fisheries court assumed that the taxpayer was forced to comply with mandatory requirements of Canadian law in this respect.4 The facts in the instant case differ materially; it is clear that FIRA did not in 1977 require incorporation of a subsidiary in Canada for an American company to operate a branch or affiliate there. To the extent the majority relies on Booth Fisheries as authority, that reliance is simply misplaced for the reasons indicated.
To qualify for the special benefit bestowed by 26 U.S.C. § 1504(d), a taxpayer corporation must demonstrate that its Canadian subsidiary was formed and organized “solely for the purpose of complying with the laws of such country.” (emphasis added) USPC simply has not and, in my view, cannot demonstrate that it has met this clear and unequivocal requirement. At best, it has shown only that it “enhanced” its chances of obtaining prompt Canadian approval of operating in Canada by forming the Canadian subsidiary in accordance with “recommendations” of Canadian officials charged with carrying out FIRA as well as its counsel’s advice. As the Canadian director, Mr. Hagen conceded, however, it might, “if it desired, have been allowed to operate the approved Canadian business in noncorporate form.” Canadian law imposed no contrary requirements. ;
Furthermore, since the statute in question seems to provide a special benefit, a special deduction through consolidation, not available to corporate taxpayers generally, I submit it should be construed strictly. This was a matter of “legislative grace,” and USPC must prove its entitlement to this special benefit. See Weingarden v. Commissioner, 825 F.2d 1027, 1029 (6th Cir.1987).
I find it unnecessary here to resort to legislative history to determine the meaning of the clear and unambiguous language utilized in § 1504(d). Even if one were to examine the discussion between certain Senators and a Mr. Walker, a proponent of this act, referred to by the tax court, to discern what the language under examination meant, it would be of no assistance to USPC. Mr. Walker was concerned about operations in Mexico and he stated that he knew of no other country, besides Mexico, that “required the organization of the subsidiary in order to operate ... there.” See U.S. Padding Corp. v. Commissioner, 88 T.C. 177, 186 (1987). Walker emphasized that the act was “limited” and it was to apply “only to companies which in order to *757operate in a foreign country, have to organize a foreign corporation so to operate.” See U.S. Padding, 88 T.C. at 186 (emphasis added). That is not the case applicable to USPC and its Canadian subsidiary.
I would therefore REVERSE the decision of the Tax Court and sustain the position of the Commissioner.
. Booth did not interpret § 1504(d), but, as stated by the tax court in the decision now on appeal, "Section 1504(d) was first enacted as section 141(h) of the Revenue Act of 1928.” *755U.S. Padding Corp. v. Commissioner, 88 T.C. 177, 184 (1987). The tax court also noted that “in all material respects the language of section 1504(d) has been unchanged since adoption of the 1954 code.” 88 T.C. at 183.
. There were two prior Canadian entities involved: Canada Hair Cloth Co. and Canada Fi-bretex Ltd. There is nothing in the record to indicate whether either or both were viable Canadian corporate structures that could have been acquired and operated by USPC as branches or divisions in Canada. A legal opinion of Canadian counsel merely indicates that they "had recently ceased operations as manufactures of non-woven textile products.” (J/A 359).
. On November 9, 1978, Mr. Hagen had written to USPC’s lawyers that the Act was applied "upon the premise that investments subject to review should be carried on by corporations incorporated under Canadian law,” and that Canadian officials "always recommended strongly” Canadian incorporation "so as to increase the likelihood” of approval.
. The law itself was not in evidence and the Court did not take judicial notice of it.