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driven by a tax motive, the Supreme Court held that the
reorganization in question was a sham in large part because the
transaction had no business or corporate purpose. See Gregory v.
Helvering, supra at 469. The Supreme Court's reliance on the
lack of a business or corporate purpose for the transaction is
notable in that the corporate reorganization provision in
question did not explicitly require a business purpose--the
Supreme Court concluded that a business or corporate purpose was
implied in the provision. See id. at 469; see also Yosha v.
Commissioner, 861 F.2d 494, 499 (7th Cir. 1988) (quoting
Commissioner v. Transport Trading & Terminal Corp., 176 F.2d 570,
572 (2d Cir. 1949)).
Nor does Horn v. Commissioner, supra, support petitioner's
position that the economic substance doctrine is only relevant
where the controlling statutory provision by its terms requires a
business purpose and a reasonable prospect of a profit. Although
the Court of Appeals in Horn v. Commissioner, supra, concluded
that it would be premature to proceed with an economic substance
analysis without first examining the controlling statutory
provision and its legislative history, the relevant inquiry is
not whether business purpose or the prospect of a profit are
required elements under the controlling provision, but rather
whether Congress enacted the provision with the intention of
sanctioning a particular transaction regardless of its economic
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