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 87




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          purposes.                                                                     
                    2.   Andantech Acted as a Mere Shell or Conduit To Strip            
                    the Income From the Transaction and Avoid Income Taxation           
                    and, Under the Step Transaction Doctrine, Should Be                 
                    Disregarded                                                         
               Even if we believed Andantech should be respected as a valid             
          partnership (which we do not), it should be disregarded under the             
          step transaction doctrine.  “Under the step-transaction doctrine,             
          a particular step in a transaction is disregarded for tax purposes            
          if the taxpayer could have achieved its objective more directly,              
          but instead included the step for no other purpose than to avoid              
          U.S. taxes.”  Del Commercial Props., Inc. v. Commissioner, 251 F.3d           
          210, 213-214 (D.C. Cir. 2001), affg. T.C. Memo. 1999-411; see also            
          Penrod v. Commissioner, 88 T.C. 1415, 1428-1430 (1987).  As                   
          described in Smith v. Commissioner, 78 T.C. 350, 389 (1982):                  
                    The step transaction doctrine generally applies in                  
               cases where a taxpayer seeks to get from point A to point                
               D and does so stopping in between at points B and C.  The                
               whole purpose of the unnecessary stops is to achieve tax                 
               consequences differing from those which a direct path                    
               from A to D would have produced.  In such a situation,                   
               courts are not bound by the twisted path taken by the                    
               taxpayer, and the intervening stops may be disregarded or                
               rearranged. [Citation omitted.]                                          
               The existence of business purposes and economic effects                  
          relating to the individual steps in a complex series of                       
          transactions does not preclude application of the step transaction            
          doctrine.  True v. United States, 190 F.3d 1165, 1176-1177 (10th              
          Cir. 1999).                                                                   
               To ratify a step transaction that exalts form over                       
               substance merely because the taxpayer can either (1)                     





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