United States' Motion to Exclude Expert Testimony of Plaintiffs'

swaps in BPB (as opposed to within Beal Financial Corporation orby Beal directly), and (3) contributing the currency swaps toBemont. All of the aspects of the BPB Transactions were donewith an eye towards minimizing risk, and aligning incentives.True, the principals appear to have been aware that the form ofthe transaction entailed tax advantages, but according to theirtestimony, there is no indication that tax minimization was thesole purpose, or even the principal purpose, for undertaking thetransactions, or for choosing the particular form.To summarize, the IRS and Treasury have both indicated thatnot every transaction in which contingent liabilities aretransferred to a partnership is the same as or substantiallysimilar to the transactions described in Notice 2000-44. IRSand Treasury have both taken the position that an additionalfeature necessary to classify a transaction as being a "Son ofBOSS" transaction is the absence of a legitimate non-taxbusiness purpose. The BPB Transactions were motivated by alegi timate business purpose. Ergo, the BPB Transactions are notthe same as or substantially similar to the transactionsdescribed in Notice 2000-44.CONCLUSIONNotice 2000-44 describes a transaction in which thetaxpayer's contribution to a partnership is "nominal or zero,"- 26 -