Leema Enterprises, Inc. - Page 45




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          standpoint the transaction was likely to produce economic benefits          
          aside from a tax deduction.  Casebeer v. Commissioner, 909 F.2d             
          1360 (9th Cir. 1990), affg. in part and revg. in part on another            
          ground Larsen v. Commissioner, 89 T.C. 1229 (1987).                         
               A review of the actual transactions and their characteristics          
          demonstrates that the substance of the Merit transactions did not           
          reflect their form.  The form was the investment in financial               
          products; the substance was the production of tax deductions.               
               A.  Structure of the Merit Markets                                     
               Economically insubstantial tax-straddle programs are often             
          characterized by trading exclusively in tax-advantaged assets and           
          by stressing the tax-avoidance aspect of those assets.  Realistic           
          projections of actual economic returns, however, are notably absent.        
          Fox v. Commissioner, 82 T.C. 1001 (1984); Leslie v. Commissioner,           
          T.C. Memo. 1996-86, affd. 146 F.3d 643 (9th Cir. 1998).                     
               Here, the principal attraction of the Merit markets plainly was        
          the ability to generate tax deductions far in excess of the amounts         
          invested.  Merit’s T-bills and T-bonds were both traded as options.         
          Thus, yearend losses on T-bill options could be ordinary losses,            
          which, unlike capital losses, could be fully used as deductions to          
          reduce ordinary income from other sources.                                  
               Similarly, the T-bond options were created and traded in a way         
          that they could produce capital losses and, in some defined                 
          circumstances, long-term capital gains.  The T-bond PPM sets forth          
          explicitly the provisions of Rev. Rul. 78-182, 1978-1 C.B. 265,             
          which discuss the circumstances for generating tax advantages.  To          

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