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purposes for the incorporation of V Bar is an
indication that its formation was not a step mutually
interdependent with the subsequent stock exchange” and
continued to consider other factors, including the
existence of a binding commitment, the timing of the
steps, and the actual intent of parties. Id. at 145-
46. (Emphasis added [by Tenth Circuit]). Far from
precluding step transaction analysis, the business
purpose was not even considered the most significant
factor in Vest. * * *
In Yoc Heating Corp. v. Commissioner, 61 T.C. 168, 177
(1973) (Court reviewed), we expressly commented on the
relationship between the step transaction doctrine and the
business purpose aspect of a transaction, and we did so in the
particular context of the reorganization provisions of the Code,
which were also involved in that case, as follows:
Our path to decision is framed within two cardinal
principles, which apply in the reorganization area and
which are so well established as not to require
supporting citations. First, the fact that the form of
the transaction conforms to the literal wording of the
definition of a reorganization is not controlling.
Second, when a transaction is composed of a series of
interdependent steps, each undertaken to achieve an
overall objective, the various steps should be viewed
in their entirety for the purpose of determining its
tax consequences--the so-called “integrated
transaction” doctrine. * * * The fact that for valid
business reasons there was a delay of several months
before * * * [the new entity] came into existence and
completed the acquisition does not militate against
* * * [application of the step transaction doctrine].
[Citations omitted.]
It is acknowledged that the Commissioner in Rev. Rul. 79-
250, 1979-C.B. 156, suggested that, in the context of certain
reorganization transactions, preliminary and related transactions
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