Valuing C Corps and Pass-Through Entities Under the New Tax Law

Abstract

On December 22, 2017, President Donald J. Trump signed into law the Tax Cuts and Jobs Act of 2017 (the “Act”).1 The Act is the most comprehensive tax reform package since the Tax Reform Act of 1986. The Act contains sweeping changes to corporate and individual tax rates, deduction limitations, foreign income taxation, and the tax treatment of pass-through entities (PTEs) such as S corporations and limited liability companies. In this article, we will discuss the valuation-related characteristics of the Act and provide a series of conceptual solutions that address these characteristics. These solutions address the tax law changes as well as the changing nature of the absolute and relative values of C corporations (“C corps”) and PTEs. We will focus the discussion on tax attributes as they relate to businesses operating in the U.S. The foreign tax characteristics of the Act are complicated and deserving of another article devoted solely to these issues. In this article, we will not address valuation issues ...