The discount stems from the idea that the value of a business decreases when it does not have the ability to be sold and converted quickly into cash. Some common factors affecting marketability are: attractiveness of the business and industry, prospects for a sale or public offering, and management. The adjustment for lack of marketability is often the largest adjustment and can range from 30% to 40%, depending upon the facts and circumstances. non-controlling interests, a minority interest lacks sufficient voting power to control the operation of the business. desirable to a potential purchaser. Accordingly, the fair market value of such interest should reflect the limitations of power over the entity and the inability to sell the interest on the open market. Typical discounts run from 20% to 40%, although greater discounts may be available depending on the circumstances. 3. Loss of Key Person. The loss of a key person, particularly the owner of a business, can have a negative effect on the value of the business. In many situations, the owner is the face of the business, and the decrease in value of the business interest reflects that the business will not function at an equivalent level without the key person. In determining whether to apply a loss of key person discount, factors to be considered include whether the claimed individual was actually responsible for the company's profit levels and whether the individual can be adequately replaced. Been Applied the decedent owned 21 of the 127 outstanding shares of stock in First Folks Corporation ("First Folks"), a closely- stock were restricted by a limitation that provided that the shares were not to be transferred by sale, pledge, gift or otherwise to any person other than to the issue of T. John Folks, Jr., or to First Folks. In the event of an unauthorized transfer, the attempted transfer would be a nullity. the co-executors of the estate filed the estate tax return which reported the decedent's ownership interest in First Folks with a 50% discount, using discounts for minority interest and lack of marketability based in part on the severe restrictions on the shares. trial that a 35% discount for lack of marketability was appropriate under the circumstances. weight in its decision to the transfer limitation of the stock. involved the valuation of a business interest which used a loss of key person discount because the success of the business was highly dependent upon specialized marketing techniques of the decedent. person discount was not applicable in this situation as there was insurance on the decedent's life. a loss of key person discount as (1) the insurance proceeds were not a business asset, (2) the decedent was a large part of the business's success, and (3) an equal replacement was not readily available. run closely held corporation. transferred 0.88% of her interest to her children. decedent's ownership interest as 49.65% of the corporation, employing a discount for minority interest because at the time of her death the decedent owned less than 50% of the outstanding stock. not benefit from such a discount. minority interest discount, reasoning that the decedent's gift a mere eighteen days prior to her death was for the sole purpose of limiting estate tax and that the decedent continued to exercise control despite owning only 49.65% of stock after the transfer. decreasing the value of a closely held business under the proper circum- stances. Tax Court history illustrates that valuation discounts are generally upheld in circumstances that have a legitimate business purpose, rather than purely an estate planning strategy to transfer wealth to the next generation. As long as valuation discounts are permitted under the tax regulations, practitioners should consider them when a client wishes to transfer an interest in a closely held business as a gift or when a closely held business interest is included in a decedent's estate. 3 Treas. Reg. § 20.2031-1(b) 4 Rev. Rul. 59-60; See also, Estate of Andrews v. Com- Commissioner, 92 T.C. 312 (1989) Public Accountants, American Society of Appraisers, Canadian Institute of Chartered Business Valuators, National Association of Certified Valuation Analysts, and The Institute of Business Appraisers. Analysis, Vol. 1, Issue 1 Art. 7 (2006). Close Corporation, 54 Duke L. J. 293, 310 (2004). 9 Estate of Folks v. Commissioner, 43 TCM (CCH) 427, 11 Id. at *9 and *26. 12 Id. at *26. 13 Id. at *32 14 Estate of Feldman v. Commissioner, 56 T.C.M. (CCH) 16 Id. at *35 17 Estate of Murphy v. Commissioner, 60 TCM (CCH) 645, 19 Id. 20 Id. 21 Id. |