top of page

Kress v. United States: Tax Affecting in Valuation of Pass-Through Entities Gains Ground

Updated: Aug 2, 2023

The landmark case of Kress v. United States, decided on March 26, 2019, has significantly impacted the field of business valuation, particularly in regard to valuing pass-through entities like S corporations. The U.S. District Court's ruling in this case has strengthened the case for tax affecting when valuing pass-through entities, a practice that has long been debated among valuation professionals.

Background of the Case

Kress centered around the gift tax implications of transferring minority shares in an S corporation, a type of pass-through entity that avoids double taxation by passing its income, deductions, and credits through to shareholders. The case examined the appropriate valuation methodologies for determining the value of these minority shares.

Both the taxpayers' and the government's experts applied a C corporation tax rate to the company's earnings. While the court accepted this practice, it rejected the government expert's S corp. adjustment. Ultimately, the court's decision sided with the taxpayers and signaled a shift toward accepting tax affecting as a valid method for valuing pass-through entities.

The Debate Over Tax Affecting

Traditionally, there has been substantial debate among valuation professionals over the appropriate method for valuing pass-through entities like S corporations. One key issue is whether to tax affect earnings, a practice that involves applying a hypothetical corporate tax rate to the entity's earnings to account for potential taxes that would be paid if the entity were a C corporation.

Opponents of tax affecting argue that it is inappropriate to apply a hypothetical tax rate to a pass-through entity's earnings because such entities are not subject to corporate-level taxes. On the other hand, proponents of tax affecting assert that the practice leads to more accurate and consistent valuations, as it accounts for the economic reality that shareholders will eventually pay taxes on their income.

Implications of the Kress Decision

The ruling in Kress has significant implications for valuation professionals, particularly those who specialize in valuing pass-through entities. By accepting the tax-affecting method used by the taxpayers' expert, the court has lent credibility to this approach and provided a solid foundation for its continued use in future valuations.

Moreover, the Kress decision has highlighted the importance of employing well-supported valuation methodologies when valuing pass-through entities. The court's acceptance of the taxpayers' tax-affecting method suggests that clear explanations and strong justifications for the chosen approach are crucial in ensuring that valuations are accurate, reliable, and defensible in court.

Moving Forward

In light of the Kress decision, valuation professionals should carefully consider the implications of tax affecting when valuing pass-through entities, especially in gift tax cases. This ruling serves as a reminder to remain aware of the evolving legal landscape, and to be prepared to adapt valuation methodologies accordingly.

Valuation experts should also stay informed about any subsequent court rulings or legislative changes that may impact the practice of tax affecting, as these developments could further shape the valuation landscape for pass-through entities.

How can Eton help?

Navigating the complexities of business valuation can be challenging, particularly in the context of mergers and acquisitions. Our expert team at Eton Venture Services provides detailed, factual, and insightful valuation services to support your legal, financial, and strategic decision-making needs. With our extensive experience in the industry, we are well-equipped to provide accurate and reliable estate and gift tax valuations that stand up to scrutiny.

Join the industry leaders who have already benefited from Eton's outstanding client service and valuation expertise. Allow our team to guide you through the complexities of estate and gift tax valuation to safeguard your interests and make informed decisions. Contact Eton Venture Services today.


Eton's unparalleled service and expertise can deliver the valuation precision you or your business need

bottom of page