Lack of commercial substance treats arrangements designed primarily for tax benefit as lacking substantive commercial effect.

An arrangement lacks commercial substance where its substance or effect diverges from its form or where steps are undertaken primarily to obtain a tax benefit, including round trip financing, use of an accommodating party, offsetting elements, disguising value or control of funds, or locating assets or parties without substantive commercial purpose; round trip financing is defined broadly irrespective of traceability, timing, or means of transfers, and factors like duration, tax payments, or exit routes are relevant but not sufficient to establish substance.

---

---

---