WFC Holdings Corporation v. United States of America

The US District Court for the District of Minnesota disallowed a tax refund to WFC Holdings Corporation (Wells Fargo) because the circumstances surrounding Wells Fargo's claimed $423 million in capital losses associated with a corporate reorganization lacked business purpose and economic substance. Analysis Group supported the US Department of Justice in the dispute, in which Wells Fargo sought a tax refund of at least $82,313,366 for the tax year ending December 31, 1996. The DOJ countered that Wells Fargo's refund demand was based on capital losses accruing from a series of transactions that were intended to create a tax shelter.

At issue were complex lease restructuring transactions (LRT) that Wells Fargo conducted involving several parties, including KPMG, Lehman Brothers Inc., and Charter Holdings Inc. A team from Analysis Group analyzed the economic substance and business purpose of these transactions. Managing Principals  T. Christopher BorekR. Jeffrey Malinak, and Gaurav Jetley and Vice President Steven Saeger supported several Analysis Group affiliates in preparing expert reports and testimony. Affiliate Oliver Hart, a professor of economics at Harvard University, filed a report on the economic and managerial efficiencies typically associated with corporate reorganizations. Affiliate Walter Torous, a professor of finance at UCLA, conducted an options pricing analysis addressing the value of the associated real estate leases.

Citing our experts' reports and opinions extensively, US District Judge John R. Tunheim wrote in his decision: "The Court cannot isolate one part, or even a few parts, of one step of a large, complex transaction and find that its profit potential imbues the entire transaction with substance which is otherwise lacking … WFC has not shown that the LRT, viewed as a whole, had economic substance or a real purpose other than tax avoidance."

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Read a related article published in the Journal of Law and Economics