MINORITY INTERESTS & DISCOUNTS
Estate & Gift Tax Valuation
Audit‑Defensible • Precedent‑Informed • Built on IRS Examination Experience
US Valuation provides highly specialized valuation services for minority interests and transfer‑related discounts in estate and gift tax planning involving holding companies and family‑controlled enterprises.
Minority interest valuation is one of the most technically sensitive areas in transfer taxation. Discount conclusions materially affect transfer tax exposure, audit risk, and long‑term defensibility. Our work is designed for conservative, precedent‑aligned planning — not aggressive discount engineering.
Core Areas of Analysis
We provide valuation and discount analysis for:
- Non‑controlling ownership interests (50%, 25%, 10%, 5% and smaller)
- Family holding companies and tiered partnership structures
- Closely held operating businesses
- Real estate‑intensive family enterprises
These engagements require disciplined evaluation of both entity‑level economics and ownership‑level rights.
Types of Discounts Commonly Addressed
Lack of Control (Minority Interest)
Reflects the economic limitations associated with non‑controlling ownership, including:
- No unilateral control over operations or asset disposition
- Limited influence over distributions and financing
- Subordination to controlling owners and governance provisions
Control analysis is based on actual rights, not nominal ownership percentages.
Lack of Marketability
Addresses the reduced liquidity and transfer restrictions inherent in closely held interests, including:
- Absence of an active secondary market
- Transfer restrictions and consent requirements
- Long expected holding periods
- Capital lock‑up and distribution uncertainty
Marketability analysis is tailored to the specific entity structure and governing documents.
Conservative, Precedent‑Informed Discount Discipline
Our discount philosophy is deliberately conservative and examination‑oriented.
Based on extensive IRS audit and examination experience, our work emphasizes:
- Alignment with applicable case law and published precedent
- Empirical support drawn from restricted stock and partnership transaction studies
- Structure‑specific analysis rather than mechanical discount ranges
- Explicit documentation of economic and governance constraints
We do not pursue aggressive discount strategies designed solely to maximize short‑term tax reduction at the expense of audit exposure.
Our objective is sustainable valuation — not headline discounts.
Partial Interests & Tiered Ownership Structures
Complex estate planning frequently involves layered ownership and staged transfers, including:
- Multi‑tier holding company structures
- Cross‑owned partnerships and LLCs
- Sequential partial gifting programs
- Family recapitalizations and voting / non‑voting structures
Each layer of ownership is analyzed independently to assess:
- Incremental loss of control
- Compounded marketability constraints
- Inter‑company governance effects
- Cash flow and distribution subordination
Interaction with Transfer Planning Structures
Our minority interest and discount analyses are commonly applied in connection with:
- Grantor Retained Annuity Trusts (GRAT)
- Spousal Lifetime Access Trusts (SLAT)
- Family Limited Partnerships (FLP)
- Installment sales and staged gifting programs
- Tiered trust and partnership structures
Valuation conclusions are coordinated with legal and tax advisors to ensure consistency with the governing planning strategy.
Multidisciplinary Capability
Minority interest valuation requires integrated expertise in business valuation, real estate appraisal, forensic analysis, and capital structure economics.
US Valuation’s practice is led by a principal holding:
- Master Analyst in Financial Forensics (MAFF)
- Certified Valuation Analyst (CVA)
- Accredited Senior Appraiser (ASA)
- Certified General Real Estate Appraiser (CGA – multi‑state)
- Certified Commercial Investment Member (CCIM)
This multidisciplinary foundation supports rigorous evaluation of:
- Ownership rights and governance provisions
- Capital structure and distribution priorities
- Asset‑level and enterprise‑level economics
Standards & Professional Compliance
All discount and minority interest valuations are prepared in compliance with:
- IRS Revenue Ruling 59‑60
- Treasury Regulations
- USPAP (Uniform Standards of Professional Appraisal Practice)
- NACVA and ASA Professional Standards and Ethics
Reports are structured for:
- IRS audit and examination review
- Attorney and CPA reliance
- Long‑term defensibility across future transfers
When Minority Interest Valuation Is Most Critical
- Partial interest gifting programs
- Formation of GRAT and SLAT structures
- Holding company recapitalizations
- Family limited partnership planning
- Multi‑generation trust funding
- Anticipated liquidity or restructuring events
Begin with a Confidential Consultation
Minority interest valuation and discount analysis should begin with conservative discipline, precedent awareness, and examination readiness — not predetermined discount targets.
We invite estate attorneys, CPAs, and family advisors to begin with a confidential consultation to assess structure, scope, and defensibility requirements.