For as long as governments have taxed their citizens, individuals have sought to minimize their tax burdens. On occasion, members of the public have employed elaborate devices to defer taxes or shift income to their associates and relatives in lower tax brackets. When such schemes completely lack legitimate purposes and affect no real economic or beneficial interests, courts have not hesitated to pierce the formal arrangements and examine the substance of the underlying transaction. At the same time, judges have recognized that taxpayers are generally free to order their investment and business decisions to reduce their tax liability. As Judge Learned Hand eloquently noted, “one may so arrange his affairs that his taxes shall be as low as possible; he is not bound to choose that pattern which will best pay the Treasury; there is not even a patriotic duty to increase one’s taxes.” Helvering v. Gregory, 69 F.2d 809, 810 (2d Cir.1934), aff’d, 293 U.S. 465, 55 S.Ct. 266, 79 L.Ed. 596 (1935).
This case calls upon us to draw, once again, the fine line between valid business transactions and illegitimate tax avoidance ploys. We are required to determine, as a matter of first impression within this Circuit, whether a taxpayer who gives property to his children in trust may lease back that property for use as a professional office, and deduct the rent payments from his income pursuant to I.R.C. § 162(a)(3). Because we believe these transactions involved real transfers of economic interests, and for other reasons set forth below, we affirm the Tax Court’s order allowing the rent deductions.
I
Since the underlying facts are important to the resolution of this dispute, we set them forth in some detail.
In 1963 George B. Rosenfeld,1 a doctor practicing in Cheektowaga, New York, purchased a parcel of land in that town. Shortly thereafter, Rosenfeld arranged for a building to be constructed on the property, intended for use as a medical office. Since the completion of the building in 1964, Rosenfeld has been its sole occupant.
In 1969 Rosenfeld decided to establish a trust for the benefit of his three daughters, and to transfer the land and medical office *1279to the trust. Prior to executing this transaction, he arranged for an independent firm, Grant Appraisal & Research Corporation, to value the property. After the appraiser concluded that the fair rental of the property was $14,000 per year, Rosenfeld created an irrevocable trust, and arranged for Samuel Goldman, his accountant, and Ira Powsner, his attorney, to act as trustees. Pursuant to the terms of the agreement, the trustees were responsible for collecting income produced by the property and investing it, until the termination of the trust, at which time the accumulated proceeds would be distributed to the beneficiaries.
The trust was to have a term of IOV2 years, and Rosenfeld retained a reversion-ary interest in the corpus. During the period of the trust, he remained liable for the mortgage payments and general upkeep of the property. The trustees were responsible for the payment of real estate taxes. Rosenfeld had no right to alter the terms of the trust, and was legally obligated to fulfill its requirements.
The trust agreement was executed on July 1, 1969, and on that same date, Rosen-feld entered into a lease with the trustees. Rosenfeld agreed to rent the medical property for the entire term of the trust for annual payments of $14,000, the amount fixed by the appraisers as fair and reasonable. The lease also required Rosenfeld to pay utility and other incidental expenses, and granted him the right to construct additions to the building at his expense.
In 1973, Rosenfeld decided to transfer his reversionary interest in the trust property to his wife. Two years later, appellee and the trustees agreed upon further changes and amended the trust to extend its termination date for 5 years, from 1980 to 1985. Also in 1975 the lease agreement was modified to increase the annual rent to $15,000, and alter the rental term to one year, renewable for an additional year at Rosen-feld’s option.
We now approach the core of this dispute. In his tax returns for 1974 and 1975, Rosen-feld claimed a deduction for his rent payments to the trust pursuant to I.R.C. § 162(a)(3), which allows a taxpayer to deduct from his income “ordinary and necessary” rent expenses incurred as a condition of the taxpayer’s trade or business. The trust filed fiduciary returns, and reported the amounts paid by appellee as income. The trust also claimed deductions for real estate taxes and depreciation on the property. After auditing Rosenfeld’s returns, the Commissioner disallowed the deductions for the rent expenses in 1974 and 1975. In October 1977, appellee received a statutory notice of deficiency, and, as one would anticipate under these circumstances, he challenged the Commissioner’s assessment.
Eventually the case was heard by Judge Simpson, who concluded the rent payments were properly deducted by the taxpayer pursuant to § 162(a)(3). Accordingly, the judge recalculated the deficiencies, and for the years 1974 and 1975 found Rosenfeld liable for items other than the rent deductions. Rosenfeld does not challenge these assessments. The Commissioner, however, filed a notice of appeal, questioning the Tax Court’s rejection of the deficiencies relating to the rent deductions.
II
While, as we have noted, this appeal raises a question of first impression in this Circuit, we are not writing on a tabula rasa. The issue on this appeal has not suffered from lack of consideration by various tribunals. The Tax Court has been confronted with this problem on numerous occasions, and several other Circuits have also expressed their views. These authorities, however, have been divided on the proper tax treatment of a claimed deduction in a gift-leaseback situation. Generally the Tax Court’s recent decisions have allowed deductions in similar situations.2 But we find the Courts of Appeals have split on this issue. The Third, Seventh, Eighth and *1280Ninth Circuits have held in favor of the taxpayer,3 while the Fourth and Fifth Circuits have adopted the Commissioner’s view.4 It is against this background of divergent views that we are called upon to exercise our Solomonic powers and resolve the instant dispute, by determining which of the conclusions reached among the Circuits accords with the law, and, indeed, is the fairer course to follow.
We commence our consideration by looking to the language of the statute. On its face it appears to grant a taxpayer the right to deduct his rent expenses, even where he previously owned the leased property. In relevant part, I.R.C. § 162(a) provides:
There shall be. allowed as a deduction all the ordinary and necessary expenses paid or incurred during the taxable year in carrying on any trade or business, including—
(3) rentals and other payments required to be made as a condition to the continued use or possession, for purposes of the trade or business, of property to which the taxpayer has not taken or is not taking title or in which he has no equity.
But the Commissioner claims Rosenfeld has no right to a deduction pursuant to this provision, because he voluntarily entered into the arrangement which created the need to pay rent. Appellant urges us to adopt the view that the gift-leaseback arrangement is a sham and the taxpayer should be prevented from taking advantage of his self-created rent liability to reduce his taxes.
In considering the validity of a claimed deduction in a gift-leaseback situation, we have been given some guidance by the Tax Court which has devised a four-prong test. To receive the deduction, “1) [t]he grantor must not retain substantially the same control over the property that he had before he made the gift, 2) [t]he leaseback should normally be in writing and must require the payment of a reasonable rent, 3) [t]he leaseback (as distinguished from the gift) must have a bona fide business purpose, [and] 4) [t]he grantor must not possess a disqualifying ‘equity’ in the property within the meaning of section 162(a)(3).” May v. Commissioner, 76 T.C. 7, 13 (1981), appeal pending (9th Cir. No. 82-7658); see Mathews v. Commissioner, 61 T.C. 12 (1973), rev’d, 520 F.2d 323 (5th Cir. 1975), cert. denied, 424 U.S. 967, 96 S.Ct. 1463, 47 L.Ed.2d 734 (1976); see also Quinlivan v. Commissioner, 599 F.2d 269, 272 (8th Cir.), cert. denied, 444 U.S. 996, 100 S.Ct. 531, 62 L.Ed.2d 426 (1979).
For reasons stated below, we believe this test is an appropriate measure of the legitimacy of a deduction in a gift-leaseback situation. The Commissioner has conceded that the lease was properly executed and does not challenge the reasonableness of the rent. Appellant, however, asserts that Rosenfeld did not satisfy the first element of the May test because, in fact, he retained control of the property. The Commissioner also challenges the third prong of this test, contending that the gift and leaseback considered together must have a demonstrable bona fide business purpose. See Perry v. United States, 520 F.2d 235 (4th Cir.1975), cert. denied, 423 U.S. 1052, 96 S.Ct. 782, 46 L.Ed.2d 641 (1976); Van Zandt v. Commissioner, 341 F.2d 440 (5th Cir.), cert. denied, 382 U.S. 814, 86 S.Ct. 32, 15 L.Ed.2d 62 (1965).
Judge Simpson’s opinion is enlightening. He found the first part of the May test was met, because Rosenfeld surrendered control over the property he deeded to the trust. Pursuant to the terms of the trust agree*1281ment, the trustees were authorized to mortgage or sell the property, grant easements, and exercise other powers traditionally associated with ownership. Moreover, Rosen-feld was obligated to pay rent, and although the initial lease granted a right of occupancy for the entire term of the trust, the amended lease was only for a single year, renewable for one additional year. Rosenfeld was also prohibited from subletting the property or assigning his rights under the lease.
In addition, the Tax Court found the trustees were independent, and appellant has presented nothing which would persuade us to reject this finding. In some cases in which a taxpayer has been prevented from taking a rent deduction, the trustees were not truly independent, and the decisions in those cases are clearly distinguishable on that basis. See, e.g., Van Zandt v. Commissioner, supra (grantor is also trustee); see also White v. Fitzpatrick, 193 F.2d 398, 402 n. 2 (2d Cir.1951) (“the factor of independent trusteeship is crucial”), cert. denied, 343 U.S. 928, 72 S.Ct. 762, 96 L.Ed. 1338 (1952); Quinlivan v. Commissioner, supra, 599 F.2d at 273 n. 4 (distinguishing Van Zandt and Perry v. United States, supra, because of the lack of independence of the trustees in those cases). We are of the view that in this case the broad grants of power to the trustees, the concomitant diminution of Rosenfeld’s rights, and the actual independence of the trustees, adequately satisfies the first element of the Tax Court’s test.
The Commissioner also claims, as we have indicated, that the entire transaction, and not merely the leaseback, must be imbued with a valid business purpose. But we are of the view that such a requirement is too harsh for it would lead inevitably to a denial of the rent deduction, despite its clear business purpose, because the gift of the land was not ipso facto a business transaction. The Commissioner’s argument calls for a test which is overly stringent, particularly in the circumstances here. Many financial decisions are motivated by the prospect of legitimate tax savings, rather than business concerns, and we have already expressed our agreement with Judge Learned Hand’s view that a transaction which is otherwise legitimate, is not unlawful merely because an individual seeks to minimize the tax consequences of his activities. See Helvering v. Gregory, supra; Gilbert v. Commissioner, 248 F.2d 399, 411 (2d Cir. 1957) (L. Hand dissenting).
We have frequently noted in our decisions that the propriety of conduct should be determined by examining all that occurred. White v. Fitzpatrick, supra. This does not, of course, imply that we should blindly apply the business purpose standard (or some other test) without consideration of other factors which bear on the case. To illustrate, Congress has explicitly considered the gift aspect of this transaction which the Commissioner finds objectionable. The so-called Clifford trust provisions of the Internal Revenue Code, 26 U.S.C. §§ 671-678, specifically address the creation of short-term trusts, and impose minimum requirements which must be satisfied before the trust income can be taxed to the beneficial owner. While these provisions are not dispositive of the issue whether payments to the trust may be deducted, see S.Rep. No. 1622, 83d Cong., 2d Sess., reprinted in, 1954 U.S.Code Cong. & Ad.News 4621, 5006; 26 C.F.R. § 1.671-l(c) (1982), we cannot blind ourselves to the interplay between these provisions and § 162(a)(3). Quinlivan v. Commissioner, supra, 599 F.2d at 273-74; Lerner v. Commissioner, 71 T.C. 290, 301-02 (1978).
The Commissioner’s position that both the trust and the leaseback must have a legitimate business purpose, ignores the Congressional policy inherent in the Clifford sections. It is difficult to imagine a case in which the establishment of such a trust could be viewed as furthering a taxpayer’s business objectives. Quite simply, Clifford trusts are income-shifting devices designed to shelter income, and we cannot lightly overlook the legislative determination that trusts which comply with §§ 671 ■■ *1282678 are legitimate.5 Accepting the Commissioner’s view, as noted in Quinlivan v. Commissioner, supra, 599 F.2d at 274, “would produce a benefit only in cases where investment property — not used in the grantor’s trade or business — is placed in trust. Persons whose assets consist largely of business property would be excluded from a tax benefit clearly provided by Congress.”
Accordingly, we decline appellant’s invitation to adopt a business purpose standard of review. Rather, we believe our inquiry should focus on whether there has been a change in the economic interests of the relevant parties. If their legal rights and beneficial interests have changed, there is no basis for labeling a transaction a “sham” and ignoring it for tax purposes. Indeed, our prior decisions have indicated that this is the relevant inquiry. Gilbert v. Commissioner, supra, 248 F.2d at 411-12 (L. Hand, dissenting); United States v. Ingredient Technology Corp., slip op. at 1027, 1040 (2d Cir. Jan. 5, 1983); see also Frank Lyon Co. v. United States, 435 U.S. 561, 98 S.Ct. 1291, 55 L.Ed.2d 550 (1978); Brooke v. United States, 468 F.2d 1155, 1158 (9th Cir. 1972).
It is readily apparent here that there has been a real change in the legal rights and interests of the parties. As we noted, the trustees were granted broad powers over the corpus of the trust, which necessarily reduced Rosenfeld’s authority. Moreover, during the years in issue, Rosenfeld had no present or future interest in the property. When he deeded his reversion in 1973, he retained no legal or equitable right to the trust property. See White v. Fitzpatrick, supra, 193 F.2d at 401 (court distinguishes Skemp v. Commissioner, supra, and Brown v. Commissioner, 180 F.2d 926 (3d Cir.), cert. denied, 340 U.S. 814, 71 S.Ct. 42, 95 L.Ed. 598 (1950), on the ground that grantor did not retain a reversion in those cases). In addition, Rosenfeld was legally obligated to pay rent. The trustees were required to collect a fixed rent which the Commissioner concedes is fair, and also to discharge their fiduciary duties to the trust beneficiaries. Although the lease was initially coterminous with the trust, the lease amendments required renegotiation on an annual basis if Rosenfeld was to continue to occupy the building, and there is nothing presented to us to cause us to believe that this bargaining would not be carried out at arm’s length.
In addition to these substantial changes in the economic positions of the parties, there were legitimate non-tax motives for the creation of the trust and the leaseback. Rosenfeld understandably wanted to guarantee his children’s financial well-being, and the trust helped assure realization of this objective. See Brooke v. United States, supra, 468 F.2d at 1158; cf. Parshel-sky’s Estate v. Commissioner, 303 F.2d 14, 18-19 (2d Cir.1962) (court considering tax consequences of corporate reorganization examines non-tax-avoidance motives of both corporation and shareholders). The leaseback was also clearly motivated by concerns other than tax savings and was a business necessity. Rosenfeld required an office to practice medicine, and the rental payments were a condition of continued occupancy.
While recognizing these factors, the Commissioner asserts, nonetheless, that nothing changed because Rosenfeld was occupying the same premises as a lessee which he *1283previously used as the owner. This argument is disingenuous. Rosenfeld could have given the property to his children in trust and leased property from a third party for an amount equally fair and reasonable for his medical office. It is clear, and indeed, counsel conceded at oral argument, that a rent deduction would have been entirely proper in such a case. See Frank Lyon Co. v. United States, supra. In real terms, there is little difference between this hypothetical case and the events the Commissioner challenges. In both cases Rosen-feld would have voluntarily relinquished his right to occupy his offices rent-free, and created the need to lease other premises. It can hardly be a matter of concern for the Commissioner whether Rosenfeld rents from the trust rather than from some third party. In either situation he would be required to pay rent, and the trust could receive rental income from the property it owned.
Ill
In sum, we believe the gift-leaseback transaction substantially altered Rosen-feld’s economic and beneficial rights, and accordingly, the arrangement, which was otherwise proper under both the Clifford sections of the Internal Revenue Code and § 162(a)(3), was not rendered objectionable merely because Rosenfeld’s rent payments were made to a trust which he established for the benefit of his children. The Tax Court properly concluded that Rosenfeld had a right to deduct his rent expenses pursuant to I.R.C. § 162(a)(3).
The order is affirmed.
. Harriet Rosenfeld is also a party to this action because she filed a joint tax return with her husband. For simplicity we refer to both Dr. and Mrs. Rosenfeld as “Rosenfeld” or “taxpayer.”
. See, e.g., Oakes v. Commissioner, 44 T.C. 524 (1965); Lerner v. Commissioner, 71 T.C. 290 (1978); May v. Commissioner, 76 T.C. 7 (1981), appeal pending (9th Cir. No. 82-7658).
. See, e.g., Brown v. Commissioner, 180 F.2d 926 (3d Cir.), cert. denied, 340 U.S. 814, 71 S.Ct. 42, 95 L.Ed. 598 (1950); Skemp v. Commissioner, 168 F.2d 598 (7th Cir. 1948); Quinlivan v. Commissioner, 599 F.2d 269 (8th Cir.), cert. denied, 444 U.S. 996, 100 S.Ct. 531, 62 L.Ed.2d 426 (1979); Brooke v. United States, 468 F.2d 1155 (9th Cir. 1972).
. See, e.g., Perry v. United States, 520 F.2d 235 (4th Cir.1975), cert. denied, 423 U.S. 1052, 96 S.Ct. 782, 46 L.Ed.2d 641 (1976); Van Zandt v. Commissioner, 341 F.2d 440 (5th Cir.), cert. denied, 382 U.S. 814, 86 S.Ct. 32, 15 L.Ed.2d 62 (1965).
. Indeed, we note many commentators have criticized those decisions which adopt the Commissioner’s position. Our dissenting brother’s reasoning essentially follows the views of those Circuits with which we disagree. The authorities forcefully argue that compliance with the Clifford sections of the Tax Code should be sufficient to ensure the deductibility of rent payments in a gift-leaseback situation. See, e.g., Froehlich, Clifford Trusts: Use of Partnership Interests as Corpus; Leaseback Arrangements, 52 Calif.L.Rev. 956, 973-74 (1964); Note, Clifford Trusts: A New View Towards Leaseback Deductions, 43 Alb.L.Rev. 585, 594 - 95 (1979); Note, Gifts and Leasebacks: Is Judicial Consensus Impossible?, 49 U.Cin.L.Rev. 379, 393-94 (1980); Comment, Gift Leaseback Transactions: An Unpredictable Tax-Savings Tool, 53 Temple L.Q. 569 (1980). En passant, we note that our views have prevailed in the greater number of Circuits which have already considered the issue now before us.