-120-
considerations, and is not shaped solely by tax-avoidance
features that have meaningless labels attached”. See Newman v.
Commissioner, 902 F.2d 159, 163-164 (2d Cir. 1990) (analyzing
each of these factors), vacating and remanding T.C. Memo. 1988-
547. Courts have construed this language to involve a
consideration of two related factors, the subjective business
purpose and objective economic substance of the transaction.
See, e.g., Lerman v. Commissioner, 939 F.2d 44, 53-54 (3d Cir.
1991), affg. Fox v. Commissioner, T.C. Memo. 1988-570; Casebeer
v. Commissioner, 909 F.2d 1360, 1363 (9th Cir. 1990), affg. in
part, revg. in part, and remanding on another ground 89 T.C. 1229
(1987); Kirchman v. Commissioner, 862 F.2d 1486, 1492 (11th Cir.
1989), affg. Glass v. Commissioner, 87 T.C. 1087 (1986); Rice’s
Toyota World, Inc. v. Commissioner, 752 F.2d 89, 91, 94 (4th Cir.
1985), affg. in part, revg. in part, and remanding on another
ground 81 T.C. 184 (1983); Winn-Dixie Stores, Inc. & Subs. v.
Commissioner, 113 T.C. 254, 279-280 (1999), affd. 254 F.3d 1313
(11th Cir. 2001).
C. Summary of Conclusions
On the basis of all the evidence in the record, we conclude
that the transaction whereby the banks purported to become
partners in SMP, only to exit some 3 weeks later, was not in
substance what it appeared to be in form. The exclusive purpose
of this apparent transaction, we conclude, was to transfer to the
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