Thomas and Janice Gleason - Page 32

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          back-to-back loans, thereby increasing their bases in the S                 
          corporation.  Id.                                                           
               Concerning the direct checks, we noted the interest payments           
          by the S corporation as a factor weighing against the taxpayers’            
          attempts to reclassify the advances as back-to-back loans.  Id.             
          In contrast, as to the wire transfers, we declined to consider              
          the interest payments fatal when the form of the transactions was           
          otherwise in accordance with the substance advocated by the                 
          taxpayers.  Id.  The evidence was insufficient to overcome the              
          form of the wire transfers and show that the taxpayers were not             
          the intended borrowers but were merely conduits to funnel funds             
          between the entities.  Id.  We further observed that although the           
          back-to-back structure was adopted for the purpose of achieving             
          tax bases, such was a permissible motivation where there was a              
          business purpose (i.e., to provide working capital for the                  
          corporation) for the loans.  Id.                                            
               Likewise, the Court concludes here that the evidence in the            
          record on balance weighs in favor of the $6 million having been             
          structured in form as a loan to Mr. Gleason.  Moreover, the                 
          evidence allegedly supporting a contrary substance is lacking in            
          probative heft.  Given the surrounding circumstances and                    
          particularly the abrupt implosion of the LBO, nothing proffered             
          convinces the Court that those involved did not intend at the               
          time the funds were advanced to operate in accordance with the              






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