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 99




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          business purpose is fatal.  Id.                                               
               After reviewing Comdisco’s equipment leasing concept, see                
          supra pp. 10-12, and the economic effect of the transaction, we               
          conclude that the insertion of Andantech into the sale-leaseback              
          transaction involved herein served no valid nontax business purpose           
          and was devoid of any economic substance.  Regardless of which test           
          is used under the step transaction doctrine, the facts in this case           
          require us to reach the same result.                                          
              If the sole purpose of a transaction with a foreign entity “is           
          to dodge U.S. taxes, the treaty cannot shield the taxpayer from the           
          fatality of the step-transaction doctrine.  For a taxpayer to enjoy           
          the treaty’s tax benefits, the transaction must have a sufficient             
          business or economic purpose.”  Del Commercial Props., Inc. v.                
          Commissioner, supra at 213-214; see also Gaw v. Commissioner, T.C.            
          Memo. 1995-531, affd. without published opinion 111 F.3d 962 (D.C.            
          Cir. 1997).  The foreign entity must serve a role with a sufficient           
          business or economic purpose to overcome the conduit nature of the            
          transaction.  Del Commercial Prop., Inc. v. Commissioner, supra at            
          215.                                                                          
               In this case, the creation of Andantech-Foreign did not                  
          appreciably affect Norwest’s interests in the sale-leaseback                  
          arrangement, except to reduce its U.S. tax.  Andantech-Foreign’s              
          sole purpose was to enable Norwest to obtain the benefits of an               
          exemption established by treaty for income attributable to the sale           
          of the Comdisco rents.  And a tax-avoidance motive standing by                





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