
    HUMBOLDT SHELBY HOLDING CORPORATION AND SUBSIDIARIES, Petitioner-Appellant, v. COMMISSIONER OF INTERNAL REVENUE, Respondent-Appellee.
    No. 14-3428.
    United States Court of Appeals, Second Circuit.
    June 3, 2015.
    Jasper G. Taylor III (Richard L. Hunn, on the brief), Norton Rose Fulbright U.S. LLP, Houston, TX, for Appellant.
    Judith A. Hagley (Gilbert S. Rothenberg and Richard Farber, on the brief), Attor-1 neys, Tax Division, Department of Justice, for Caroline D. Ciraolo, Acting Assistant Attorney General, Washington, D.C., for Appellee.
    PRESENT: RICHARD C. WESLEY, PETER W. HALL, RAYMOND J. LOHIER, JR., Circuit Judges.
   SUMMARY ORDER

Petitioner-Appellant Humboldt Shelby Holding Corporation (“Humboldt/Shelby”) appeals from the tax court’s March 19, 2014, decision sustaining in full the tax deficiency and penalties against Humboldt/Shelby determined by the Commissioner of Internal Revenue and the July 15, 2014, decision denying Humboldt/Shelby’s motion for reconsideration. The tax court upheld the Commissioner’s disallowance, applying the test articulated in this Circuit for determining whether a transaction is a sham for want of economic substance. See Gilman v. Commissioner, 933 F.2d 143, 147 (2d Cir.1991). The tax court found that the investment was devoid of economic substance and was entered into solely for income tax benefits. We affirm substantially for the reasons set forth in Judge Goeke’s comprehensive opinion. See Humboldt Shelby Holding Corp. v. Comm’r, 107 T.C.M. (CCH) 1242 (2014).

We have considered Humboldt/Shelby’s remaining arguments and find them to be without merit. -For the reasons stated above, the judgment of the tax court is AFFIRMED.  