Andantech L.L.C., Wells Fargo Equipment Finance, Inc. (f.k.a. Norwest Equipment Finance, Inc.), Tax Matters Partner, and Wells Fargo & Co., A Partner Other Than the Tax Matters Partner, et al. - Page 80




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          purposes because it had no nontax business purpose and lacked                 
          economic substance.                                                           
               C.   Analysis                                                            
               The focus of each party’s position, in essence, is in terms of           
          substance over form and related (e.g., sham and step transaction)             
          judicial doctrines.  Under these judicial doctrines, although the             
          form of a transaction may literally comply with the provisions of             
          a Code section, the form will not be given effect where it has no             
          business purpose and operates simply as a device to conceal the               
          true character of a transaction.  See Gregory v. Helvering, 293               
          U.S. 465, 469-470 (1935).  “To permit the true nature of a                    
          transaction to be disguised by mere formalisms, which exist solely            
          to alter tax liabilities, would seriously impair the effective                
          administration of the tax policies of Congress.”  Commissioner v.             
          Court Holding Co., 324 U.S. 331, 334 (1945).  Conversely, if the              
          substance of a transaction accords with its form, then the form               
          will be upheld and given effect for Federal tax purposes.  See                
          Blueberry Land Co. v. Commissioner, 361 F.2d 93, 100-101 (5th Cir.            
          1966), affg. 42 T.C. 1137 (1964).                                             
              A transaction may be treated as a sham where (1) the taxpayer            
          is motivated by no business purpose other than obtaining tax                  
          benefits, and (2) the transaction has no economic substance because           
          no reasonable possibility of a profit exists.  Rice’s Toyota World,           
          Inc. v. Commissioner, 752 F.2d 89, 91-95 (4th Cir. 1985), affg. on            
          this issue 81 T.C. 184 (1983).  But a transaction that has a valid            





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