Post-Valuation-Date Events in Estate & Gift Tax: Lessons from CCA 202152018

Estate and gift tax valuation plays a pivotal role in tax planning by determining the fair market value of transferred property. Inaccurate valuations can lead to costly disputes with the Internal Revenue Service (IRS) and potentially result in penalties and interest under IRC Section 6501. The following article highlights the importance of meticulous and detail-oriented approaches to estate and gift tax valuations.

The recent Internal Revenue Service (IRS) Chief Counsel Advice 202152018 (the “CCA”) provides essential guidance on how to address post-valuation-date events in appraisals accurately, specifically within the context of estate and gift tax planning. The CCA sheds light on the critical question of whether a post-valuation-date event, such as a potential sale or received purchase offers, should be factored into determining the fair market value of a company interest for gift tax purposes. This clarification is of paramount importance because it helps taxpayers, valuation professionals, and tax advisors understand how to consider such events in their valuation process, thereby minimizing the risk of potential disputes with the IRS.

The issuance of the CCA was triggered by a situation involving a successful company (the “Company”) that utilized a dated 409A valuation to transfer shares to a Grantor Retained Annuity Trust (GRAT). In anticipation of a potential sale, the Company engaged investment bankers to assist with the process before funding the GRAT. During this period, the Company received several arm’s length purchase offers for its shares. However, when transferring shares to the GRAT, the Company relied solely on the 409A appraisal’s fair market value, without considering the potential transaction or the value indications from the received offers.

The IRS contested the Company’s valuation approach, arguing that the transfer amount bore no relation to the initial property’s fair market value. The IRS contended that the Company should have taken into account the post-valuation-date events (i.e., the potential sale and received purchase offers) when determining the fair market value for gift tax purposes. By not incorporating these events into the valuation, the Company potentially underpaid gift taxes, which subsequently drew the IRS’s attention and scrutiny.


The CCA analysis highlights three essential takeaways for companies aiming to accurately value assets for trust and estate purposes:

  1. Account for post-valuation events: Appraisals must consider all reasonably known and knowable information as of the valuation date. In this case, the Company was aware that it was being shopped and had received value indications. A thorough analysis of these indications would have been required to determine if they reflected the shares’ fair market value.

  2. Remain consistent across tax reporting: Consistency in valuations is crucial. The Company’s post-GRAT charitable gifts used a new appraisal that incorporated buyout terms, resulting in a significantly higher value. This inconsistency suggests that the appraisal firm selectively considered information to maximize tax benefits for the taxpayer.

  3. Engage a third-party expert for independent, specific-purpose valuations: 409A valuations are designed for income tax purposes, specifically for determining the fair market value of a company’s common stock in connection with stock option grants under IRC Section 409A. Because of this, 409A valuations may not be suitable for gift tax purposes due to two main reasons: (i) the requirements and assumptions utilized in 409A valuations can differ significantly from those necessary for estate and gift tax valuations–this distinction is vital, as the unique nuances and specific considerations for estate and gift tax valuations must be addressed to ensure accurate and compliant valuations; and (ii) many 409A valuations are produced by firms employing “automated valuation methods” or algorithmic methods—methods that may not adhere to the Uniform Standards of Professional Appraisal Practice and might fall short of the higher standards required for estate and gift tax valuations.


Properly calculated and documented independent valuations are essential for initiating the three-year statute of limitations on gift taxes. After this period, the IRS cannot assess additional gift taxes unless an exception applies. Adequate disclosure on gift tax returns is critical; if a gift is not sufficiently disclosed, the statute of limitations extends to six years. Conducting proper, specific-purpose, independent valuations help avoid IRS disputes, interest, penalties, or even litigation.


The CCA offers valuable insights on properly handling post-valuation-date events, maintaining consistency in tax reporting, and considering all relevant information during valuation. A trusted advisor can ensure accurate valuation, prevent IRS disputes, and provide peace of mind. Estate and gift tax planning can be intricate, but collaborating with experienced professionals guarantees proper valuation and compliance with tax laws. The consequences of inaccuracies can be severe, so consult a trusted advisor to ensure your valuations are correct, efficient, and compliant with tax regulations.


How can Eton Help?


At Eton Venture Services, we are dedicated to assisting you in accurately valuing your assets for estate and gift tax planning, following the invaluable lessons from CCA 202152018. Avoid potential disputes, penalties, and complications with the IRS by relying on our team of seasoned professionals for precise, compliant, and independent valuations tailored to your needs.


Eton’s exceptional client service and valuation expertise are trusted by countless businesses and individuals navigating the complexities of estate and gift tax planning. Don’t leave your financial future in the hands of inexperienced teams or automated software; trust Eton Venture Services to provide accurate and compliant valuations that safeguard your interests and ensure compliance with tax regulations.


Experience the Eton Venture Services difference for yourself. Contact us today to discuss your estate and gift tax valuation needs.

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