Saba Partnership, Brunswick Corporation, Tax Matters Partnership - Page 29




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         purposes amount to little more than window dressing for                      
         transactions that were designed and implemented solely to                    
         generate tax benefits for Brunswick.                                         
              B.  Economic Substance                                                  
              As previously mentioned, a transaction imbued with economic             
         substance normally will be recognized for tax purposes even in               
         the absence of a nontax business purpose.  See Northern Ind. Pub.            
         Serv. Co. v. Commissioner, 115 F.3d at 511-512; Larsen v.                    
         Commissioner, 89 T.C. at 1253.  In Knetsch v. United States, 364             
         U.S. 361, 366 (1960) (quoting Gilbert v. Commissioner, 248 F.2d              
         399, 411 (2d Cir. 1957) (J. Hand, dissenting), the Supreme Court             
         held that the transaction in question was a sham because it did              
         "not appreciably affect * * * [the taxpayer's] beneficial                    
         interest except to reduce his tax".  In Northern Ind. Pub. Serv.             
         Co. v. Commissioner, supra at 512, the Court of Appeals for the              
         Seventh Circuit held that the Commissioner could not set aside               
         transactions which resulted "in actual, non-tax related changes              
         in economic position."  See ACM Partnership v. Commissioner, 157             
         F.3d at 248; Jacobson v. Commissioner, 915 F.2d 832, 837 (2d Cir.            
         1990).  In Horn v. Commissioner, 968 F.2d at 1237, the Court of              
         Appeals for the District of Columbia Circuit indicated that,                 
         before declaring a transaction an economic sham, the court should            
         consider whether the transaction presented a reasonable prospect             
         for economic gain.                                                           






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