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specify how the affiliate may use its capital. For the reasons
discussed below, we agree with petitioner.
We start with the observation that, since DEFRA section
127(g)(3)(B) articulates the test as “[meeting] requirements
which are based on the principles set forth in” the listed
rulings, whatever requirements must be met by the instant
transactions to qualify for relief must be found in the
principles of the listed rulings themselves. The point is that
it should not be assumed that substance-over-form principles,
ordinarily applicable in construing a tax statute, automatically
apply in interpreting the listed rulings. We reach this
conclusion because it is clear that in crafting the relief in
DEFRA section 127(g)(3), Congress intended to displace, in
important respects, conventional substance-over-form principles.
The legislative history previously discussed reveals that
Congress was well aware of the risk that typical finance
subsidiaries would be disregarded as conduits under substance-
over-form principles of tax law. Congress declined, however, to
draw a conclusion regarding the appropriate outcome under the
prior law, choosing instead to provide a “safe harbor” under
which a finance subsidiary would be recognized as the issuer of
its debt if it met the debt/equity ratio and other requirements
based on the “principles” of the listed rulings. The listed
rulings, by making a corporation’s debt/equity ratio a
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