Following a series of US Tax Court decisions during the late 1990s and early 2000s, appraisers revisited how to value privately held S corporations. In particular, the key issue concerned how to account for the differing tax burdens between C corporations and S corporations when financial data from the former are used to appraise minority interests in the latter. One method developed to address this issue is the Van Vleet model—also known as the S Corporation Economic Adjustment Model (“SEAM”)—which considers the differences in tax treatment between S corporations and C corporations, and their respective shareholders. The model produces the S Corporation equity adjustment multiple, which can be applied to the S corporation equity value when such value has been estimated using C corporation data. One of the primary assumptions of the model is that the S corporation organizational form of the subject company will continue in perpetuity. In practice, however, there may be instances when the appraiser is not comfortable adopting that assumption. In this article, we examine how to adjust the SEAM to account for specific valuation circumstances in which a subject S corporation will likely not retain its tax election in perpetuity.
