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that, in some circumstances, a shareholder guaranty may be
treated as an equity investment where the facts demonstrate that
“in substance, the shareholder has borrowed funds and
subsequently advanced them to her corporation.” Selfe v. United
States, 778 F.2d at 773. Under this approach, a key factor is
whether “the lender looks to the shareholder as the primary
obligor.” Id. at 774. The Court of Appeals for the Eleventh
Circuit has indicated, however, that it is only “unusual sets of
facts that would lead us to conclude that the substance of * * *
[a lender’s] loans * * * [would] not equal their form.” Sleiman
v. Commissioner, 187 F.3d 1352, 1359 (11th Cir. 1999), affg. T.C.
Memo. 1997-530.
Because appeal of our decision would generally lie in the
Court of Appeals for the Eleventh Circuit, we must decide whether
Selfe would compel a holding for petitioners on this issue.19
The facts do not indicate that petitioners borrowed the
funds in issue from AMI and subsequently advanced them to Towers
Development. To the contrary, AMI made the loans directly to
Towers Development, identifying Towers Development as the debtor
in its Uniform Commercial Code Financing Statements relating to
the loans in question. AMI designated how Towers Development
19 We are constrained to follow, if it is directly on point,
a holding of the Court of Appeals for the Eleventh Circuit, to
which our decision is appealable. See Golsen v. Commissioner, 54
T.C. 742 (1970), affd. 445 F.2d 985 (10th Cir. 1971).
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