Anthony Teong-Chan Gaw as Transferee of Radcliffe Investment LTD. - Page 11

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                  Under the substance over form doctrine, although the form of                             
            a transaction may literally comply with the provisions of the                                  
            Code, that form will not be given effect where it has no business                              
            purpose and operates simply as a device to conceal the true                                    
            character of that transaction.  See Gregory v. Helvering, 293                                  
            U.S. 465, 469-470 (1935).  "To permit the true nature of a trans-                              
            action to be disguised by mere formalisms, which exist solely to                               
            alter tax liabilities, would seriously impair the effective                                    
            administration of the tax policies of Congress."  Commissioner v.                              
            Court Holding Co., 324 U.S. 331, 334 (1945).  If, however, the                                 
            substance of a transaction accords with its form, that form will                               
            be upheld and given effect for Federal tax purposes.  See                                      
            Blueberry Land Co. v. Commissioner, 361 F.2d 93, 100-101 (5th                                  
            Cir. 1966), affg. 42 T.C. 1137 (1964).                                                         
                  The step transaction doctrine developed from the substance                               
            over form doctrine.  See Associated Wholesale Grocers, Inc. v.                                 
            United States, 927 F.2d 1517, 1521 (10th Cir. 1991).  We have                                  
            considered step transaction principles on many occasions.  Those                               
            principles can be summarized by restating what we said about them                              
            in Penrod v. Commissioner, 88 T.C. 1415, 1428-1430 (1987):                                     
                  The step transaction doctrine is in effect another rule                                  
                  of substance over form; it treats a series of formally                                   
                  separate "steps" as a single transaction if such steps                                   
                  are in substance integrated, interdependent, and fo-                                     
                  cused toward a particular result. * * * There is no                                      
                  universally accepted test as to when and how the step                                    
                  transaction doctrine should be applied to a given set                                    
                  of facts.  Courts have applied three alternative tests                                   
                  in deciding whether to invoke the step transaction                                       
                  doctrine in a particular situation.                                                      



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