In Connelly v. United States, 602 U.S. _____ (2024), the U.S. Supreme Courtroom addressed the slender query of whether or not a company’s obligation to redeem a decedent’s shares at truthful market worth offsets the worth of the life insurance coverage proceeds obtained by the company on a coverage on the decedent’s life when these proceeds are dedicated to funding the redemption. Justice Clarence Thomas authored a unanimous opinion affirming the decrease courts’ findings that the company’s redemption obligation isn’t a legal responsibility that reduces the property tax worth of the decedent’s shares.
Background of Redemption
Brothers Michael Connelly and Thomas Connelly have been the only real shareholders in Crown C. Provide. Michael owned 77.18% of the shares, and Thomas owned the remaining 22.82%.
Michael and Thomas had entered into an settlement that supplied that, on the loss of life of the primary brother, the surviving brother would have the choice to buy the deceased brother’s shares, and if the surviving brother didn’t accomplish that, Crown was obligated to redeem the shares. Underneath both choice, the surviving brother can be the only real shareholder of Crown. The settlement supplied that the redemption worth can be primarily based on an impartial appraisal of Crown. Crown bought life insurance coverage insurance policies on every of the brothers, every offering a $3.5 million loss of life profit, payable to Crown.
On Michael’s loss of life, Thomas, in his particular person capability, declined to train his proper to buy Michael’s shares, and Crown was obligated to redeem the shares. Thomas was additionally the executor of Michael’s will. Michael’s son and Thomas agreed that Michael’s shares have been price $3 million, and Crown used $3 million from the life insurance coverage proceeds to redeem the shares, leaving Thomas as the only real shareholder of Crown. Crown didn’t acquire an appraisal, nor did Thomas, in any of his capacities.
Property Tax Return Submitting and Audit
As executor, Thomas filed a federal property tax return and reported that Michael’s shares in Crown have been price $3 million, primarily based on the settlement between Michael’s son and Thomas.
After the return was chosen for audit, Thomas, as executor, obtained a valuation for the primary time, and the appraiser took the place that, primarily based on Property of Blount v. Commissioner, 428 F. 3d 1338 (CA 11 2005), life insurance coverage proceeds needs to be deducted from the worth of a company when these proceeds are offset by an obligation to pay these proceeds to an property in a inventory buyout. The appraiser concluded that Crown was price $3.86 million in its entirety and that Michael’s shares, representing a 77.18% possession curiosity, have been price roughly $3 million ($2,979,148). The Inner Income Service took the place that Crown’s worth was $6.86 million (including $3 million in insurance coverage proceeds to $3.86 million worth) and that Michael’s possession curiosity was price $5.3 million and assessed a further $889,914 in property tax.
Based mostly on a 40% tax charge, the property tax attributable to the Crown shares can be $2.12 million. There’s no indication that the $3 million redemption worth can be modified on an audit, that means that $2.12 million of the $3 million in proceeds (70.66%) can be consumed by property tax primarily based on the IRS’ place.
IRS Wins Abstract Judgment
The property paid the deficiency, and Thomas, as executor, sued for a refund, arguing that the $3 million used to redeem the decedent’s shares shouldn’t be counted when calculating the worth of these shares. The District Courtroom granted abstract judgment in favor of the IRS and denied the refund, concluding that Crown’s obligation to redeem Michael’s shares wasn’t a legal responsibility that diminished the company’s FMV. The Courtroom of Appeals affirmed the grant of abstract judgment.
Supreme Courtroom Evaluate
The Courtroom asserted {that a} share redemption at FMV doesn’t have an effect on any shareholder’s financial curiosity and that no keen purchaser of Michael’s shares would deal with Crown’s redemption obligation as an element that diminished the worth of the shares. The Courtroom concluded that Thomas, as executor, approached the query as what a purchaser would pay for shares of the less-valuable company that exists after the redemption, lacking the fundamental level that the property tax is imposed on the worth of Michael’s shares when he died (and earlier than Crown spent $3 million on the redemption).
The Courtroom additionally famous that Thomas took the illogical place that Crown was price $3.86 million in whole earlier than the redemption and value $3.86 million in whole worth after the redemption, despite the fact that Crown had paid out $3 million within the redemption.
The Courtroom was dismissive of the argument that this might make succession planning tougher. The Courtroom identified that there have been different choices, comparable to a cross-purchase settlement by which every brother had an obligation to buy the shares of the primary deceased brother, and the brothers owned life insurance coverage on one another’s lives to fund the acquisition, which might have averted having funds movement to Crown. The Courtroom identified that such an settlement would have solved the tax downside however created a danger that one brother would let a coverage lapse after which be unable to make the acquisition. A bonus of the particular construction was that Crown was paying the premiums. This avoids a state of affairs by which one brother, unbeknownst to the opposite, permits a coverage to lapse.
Open Query
In a footnote, the Courtroom said:
“We don’t maintain {that a} redemption obligation can by no means lower a company’s worth (emphasis in authentic). A redemption obligation might, for example, require a company to liquidate working belongings to pay for the shares, thereby reducing its future incomes capability. We merely reject Thomas’s place that every one redemption obligations cut back a company’s internet worth. As a result of that’s all this case requires, we resolve no extra.”
Due to this fact, there’s nonetheless the chance {that a} redemption obligation might lower the property tax worth of a decedent’s shares, relying on the actual information.
