The Tariff Factor: What Business Owners and Advisors Need to Know About Its Impact on Value

The Tariff Factor: What Business Owners and Advisors Need to Know About Its Impact on Value

Tariffs can quietly reshape what your business is worth. They influence both the numbers that drive a valuation and the level of risk investors or buyers are willing to accept. Whether you’re preparing for a sale, an ESOP, litigation, or financial reporting, understanding how tariffs affect value helps you make sense of the conclusions your valuation professional provides.

  1. How Tariffs Affect Cash Flow — the “Earnings Power” Behind Value

Tariffs most directly hit the financial side of a company — its ability to generate future cash flows. For users of valuations, this means that even if revenues appear stable, profitability and value may fall.

  • Higher Costs: Tariffs raise the price of imported materials, parts, or finished goods. Unless those costs can be fully passed on to customers, profit margins shrink.
  • Reduced Competitiveness: If competitors source domestically or from countries not subject to tariffs, they may maintain lower prices, pressuring your market share.
  • Revenue Pressure: Passing on tariff-related costs often leads to higher selling prices — and possibly lower demand.
  • Increased Overhead: Managing new compliance, customs, and sourcing requirements adds to operating expenses and reduces free cash flow.

In short, higher costs and lower margins translate directly to lower earnings and, therefore, lower value.

  1. How Tariffs Affect Risk — and Why It Changes the Discount Rate

Valuators also consider risk perception — how uncertain your company’s future appears to investors or the market. Tariffs can increase this uncertainty in several ways:

  • Economic and Political Volatility: Shifting trade policies make forecasting less reliable.
  • Higher Discount Rates: Greater uncertainty means investors demand a higher return, which mathematically reduces value in discounted cash flow (DCF) models.
  • Industry Exposure: Manufacturing, automotive, construction materials, and retail are often hit hardest. Companies in these sectors face both operational and valuation risk.
  • Investor Sentiment: Trade tensions can reduce market confidence, lowering valuation multiples for comparable companies.
  1. How Valuation Professionals Account for Tariffs

Valuators don’t treat tariffs as an afterthought — they build them into every stage of the analysis. For users of valuation reports, here’s what that looks like:

  • Scenario Analysis: Multiple forecasts are modeled to test the effect of different tariff levels — showing best, base, and worst-case outcomes.
  • Adjusted Financial Forecasts: Tariff-driven cost increases and revenue impacts are explicitly reflected in the company’s projections.
  • Risk Adjustments: Discount rates may be increased to reflect tariff-related uncertainty and industry exposure.
  • Market Evidence: Comparable public company and transaction multiples are reviewed for signs that the market has already “priced in” tariff effects.
  • Qualitative Review: Beyond numbers, a valuator assesses management’s ability to adapt, source alternatives, and sustain profitability under new trade conditions.
  1. What This Means for Business Owners and Advisors

If your company operates in an industry affected by tariffs — or relies on imported materials or export markets — you should expect your valuation professional to address this directly. A thoughtful valuation will:

  • Explain how tariffs affect your specific cost structure and customer base.
  • Demonstrate how the risks are quantified in the valuation model.
  • Provide scenario-based insight into how value could change if tariff conditions shift.

Conclusion

Tariffs aren’t just a headline — they’re a measurable factor that can alter business value through their effect on costs, competitiveness, and risk. For users of valuations, recognizing how your appraiser has incorporated (or should incorporate) tariff considerations ensures that you can better interpret the numbers and use them confidently in decision-making.

Court-Worthy Valuations: Protection from Costly Mistakes

Court-Worthy Valuations: Protection from Costly Mistakes

An attorney or CPA should carefully review a business valuation, as it plays a critical role in various legal matters, including mergers and acquisitions, divorce proceedings, shareholder disputes, estate planning, and tax reporting.

A thorough review ensures that the valuation methodology is appropriate, the financial data is accurate, and all assumptions are reasonable and defensible. Inaccurate or poorly supported valuations can lead to unfavorable settlements, regulatory scrutiny, or costly litigation.

By carefully examining the valuation, attorneys can identify weaknesses, uncover potential risks, and provide better guidance to their clients. This diligence helps protect client interests, strengthens negotiation positions, and ensures compliance with applicable laws and professional standards.

A strong valuation:

  • Is written for the specific purpose using the correct Standard of Value
  • Demonstrates independence and objectivity.
  • Uses recognized methods and explains why others were not chosen.
  • Documents assumptions with market evidence.
  • Provides clear, reproducible analysis.

Red Flags to Watch For:

  • Overly optimistic projections.
  • Thin or missing documentation.
  • Cherry-picked data.
  • Discounts or premiums without explanation.
  • Inconsistent use of methods.
  • Lack of discussion of key risks.

A Cautionary Tale

An Attorney-CPA, serving as ESOP trustee, relied on a valuation from management’s accountant. The report showed a sharp increase in share value, which pleased all parties. But when company performance later fell and the Department of Labor reviewed the transaction, cracks appeared:

  • Aggressive growth projections with no support.
  • Cherry-picked comparables that inflated value.
  • Unexplained discounts to align with expectations.

In court, the valuation fell apart. The judge found the trustee had breached its fiduciary duty, resulting in financial penalties and reputational damage.

Lesson: A valuation is not just a number—it’s a defensible story backed by evidence.

A Positive Example

In contrast, another trustee reviewing the sale of a family-owned manufacturer questioned a valuation that assumed high growth and an unusually low discount rate. Instead of accepting it, the trustee commissioned an independent valuation.

The second report tied projections to industry benchmarks, adjusted for customer risk, and clearly explained methodology. When regulators later reviewed the sale, the valuation held up and protected the trustee’s decision-making.

Lesson: Trustees don’t need to be valuation experts, but they do need to understand business valuation, ask thorough questions and demand clarity.

It’s easy to get caught up in a valuation that looks flawless on paper, until someone asks the simple, uncomfortable question—like the child in The Emperor’s New Clothes pointing out the obvious. I’ve seen meetings where everyone nodded along to impressive charts and growth projections, only for a single pointed question to reveal assumptions that didn’t hold water. That’s the power of scrutiny: it exposes what’s real, weeds out what’s wishful thinking, and ensures decisions are based on substance, not just style.

Estate Planning Benefits from “One Big Beautiful Bill Act” (OBBBA 2025)

Estate Planning Benefits from “One Big Beautiful Bill Act” (OBBBA 2025)

The recently passed “One Big Beautiful Bill Act” (OBBBA 2025), which permanently increases the federal gift and estate tax exemption to $15 million per person for 2026 (and $30 million for married couples, indexed for inflation), is a game-changer for business owners’ estate planning. This legislative certainty, replacing the looming sunset of the previous higher exemption, dramatically alters strategies that were previously driven by a sense of urgency.

Here’s how higher estate/gift tax exemptions will change how business owners plan:

  1. Reduced Urgency for “Use-It-or-Lose-It” Gifting (for some)

Previously, many business owners felt intense pressure to make large lifetime gifts before the end of 2025 to “lock in” the higher, temporary exemption amounts. With the permanent increase and continuous inflation indexing, this immediate urgency has subsided for many.

  • Less Pressure to Gift Right Away: Owners whose estates fall comfortably below the $15 million (or $30 million for couples) threshold may no longer feel compelled to make significant taxable gifts solely for estate tax avoidance. Their estates may now pass entirely tax-free.
  • More Flexibility: The pressure to rush valuations or transfer assets before year-end is largely gone. Business owners can now take a more measured approach to their wealth transfer strategies.
  1. Strategic Shift for Ultra-High Net Worth Owners

While the new exemption is substantial, it won’t eliminate estate tax for the wealthiest business owners. Those with estates significantly exceeding $15 million ($30 million for couples) will still face federal estate tax. However, the planning strategies evolve:

  • Still Utilizing Full Exemptions: These owners will continue to maximize the use of their $15 million per person exemption through lifetime gifts. Gifting business interests, especially those with high growth potential, remains a powerful strategy to remove future appreciation from the taxable estate.
  • Focus on Discounting and Growth Assets: The value of gifts is determined at the time of transfer. Business owners will continue to use valuation discounts (for lack of marketability and lack of control) when gifting illiquid, non-controlling interests in their businesses. This allows them to transfer a greater underlying value of the business while using less of their exemption. Gifting assets expected to appreciate significantly (like a growing business) remains a cornerstone of efficient wealth transfer, as all future appreciation occurs outside the taxable estate.
  • Sophisticated Techniques Remain Relevant: Techniques like Grantor Retained Annuity Trusts (GRATs) and Sales to Intentionally Defective Grantor Trusts (IDGTs) will still be vital for freezing the value of appreciating business assets within the estate, transferring future growth tax-free to heirs, or creating liquidity for business succession.
  1. Increased Focus on Income Tax Planning

With less emphasis on estate tax for many, the spotlight shifts to income tax efficiency, particularly for business owners:

  • Basis Planning: The new law might lead to a re-evaluation of gifting strategies versus holding assets until death to receive a “step-up in basis.” While lifetime gifts remove assets from the estate, the recipient receives the donor’s original (often low) cost basis, potentially leading to higher capital gains taxes upon sale. Assets held until death receive a basis stepped up to fair market value, potentially eliminating capital gains on appreciation. Business owners will weigh the benefits of future appreciation escaping estate tax vs. the potential for income tax on sale.
  • Section 199A Deduction (Pass-Through Income): OBBBA 2025 also includes a permanent 20% deduction for qualified business income for owners of pass-through entities (S-corps, partnerships, LLCs). Business owners will meticulously plan their income structure to maximize this deduction, impacting decisions around entity choice and owner compensation.
  • Depreciation and Expensing: The bill also includes provisions related to 100% immediate expensing for new equipment and enhanced R&D expensing, incentivizing business investment. This impacts cash flow and taxable income, which in turn influences the financial health of the business being planned for.
  1. Greater Emphasis on Business Succession & Control

With reduced estate tax pressure, business owners can place more focus on the non-tax aspects of succession planning:

  • Orderly Transitions: The time and mental energy previously consumed by urgent tax planning can now be redirected to developing robust succession plans, identifying and training successors (whether family, management, or external), and structuring buy-sell agreements.
  • Maintaining Control: Owners who wish to transfer wealth but retain control of their business for a longer period may find more flexibility. This could involve recapitalizing the business into voting and non-voting shares, using trusts where the owner retains certain powers, or implementing carefully drafted shareholder agreements.
  • Philanthropic Planning: For business owners with significant wealth and charitable intent, the higher exemptions allow for more flexibility in integrating philanthropic goals into their estate plans without compromising transfers to family. Charitable giving strategies can still provide income tax deductions while reducing the taxable estate.
  1. Continued Importance of State-Level Planning

While the federal picture is clearer, state-specific estate and inheritance taxes remain a critical concern.

  • State “Cliffs” and Exemptions: Many states have much lower estate tax exemptions (some with “cliff” provisions where exceeding the exemption by a small amount can make the entire estate taxable). Business owners in these states will continue to employ strategies like Spousal Lifetime Access Trusts (SLATs) or bypass trusts to maximize both spouses’ state exemptions and mitigate state-level tax exposure.

In summary, the higher, permanent federal estate and gift tax exemptions under OBBBA 2025 offer business owners unprecedented opportunities and flexibility. While it reduces the immediate urgency for some, it shifts the focus towards more strategic, long-term planning that integrates wealth transfer with income tax efficiency, robust business succession, and thoughtful control considerations. The role of experienced advisors, including tax lawyers and business valuators, remains paramount to navigate this evolving landscape.

Plan, Lead, Flex, Repeat

Plan, Lead, Flex, Repeat

Running a business during uncertain times can be challenging, but it’s not impossible. Changes in the economy, politics, unexpected events, and new technologies can make planning and successful operations hard. However, businesses that stay flexible and adapt quickly have a better chance of surviving and growing. To do this, business owners must be ready to change their plans and respond to new situations rapidly.

One key strategy is to review and adjust business plans regularly.  This includes thinking out contingency plans for unexpected but possible change.  Markets and customer needs can shift quickly, so businesses must keep an eye on trends and be ready to pivot (and you thought pivot ended with Covid) when needed. Being open to change allows companies to take advantage of new opportunities while limiting potential risks. Staying informed and making small adjustments over time can help businesses remain stable and competitive.

Another important factor is building a strong foundation. This means planning, building your balance sheet to survive emergencies, and ensuring business operations can continue even when problems arise. Building a management team that works together provides resilience and internal forums for problem-solving.  Companies should also have a variety of suppliers and customers to avoid concentrations that increase risk and can quickly put a firm out of business.  Planning can help companies to stay strong, even when unexpected challenges occur.

Finally, good leadership is crucial during uncertain times. Business owners and managers should communicate openly with their teams and encourage problem-solving. Employees who feel supported and valued are more likely to stay motivated and help the company succeed. Leaders should also take care of themselves, as making good decisions under pressure requires a clear mind.

With the right mindset and approach, businesses can not only survive tough times but come out stronger.

The Business Owner’s Path to an Accurate Valuation in 5 Steps

The Business Owner’s Path to an Accurate Valuation in 5 Steps

You need a business valuation or a business appraisal.  You might need the business valuation for Estate and Gift business taxes, applying for an SBA loan, ESOP stock value, or a host of other reasons.  How can you make sure that you obtain the most accurate business valuation possible?

The business valuation is going to tell a story about your business.  This story will contain a narrative backed up by statistics, facts, and figures.  This story must make sense when it is complete.   Your job as a business owner obtaining a valuation is to make sure the story, facts, and figures are clear and sensible to the experienced valuation professional appraising the business.

Below are 5 steps business owners should take to make sure your business valuation is as accurate as possible.

THE 5 STEPS

  1. Be able to explain why your product or service is so desirable you can continue to make a high profit
    The most important thing in valuing your business is understanding how you create and keep a market of customers that will pay enough for your product or service that you can be expected to continue making a profit. Do you have patents keeping others out?  Do you have a unique distribution channel?  Do you have better internal systems and people?  This is the core of the business valuation.  How your business makes money and how it will continue to do so.  The ability to clearly and succinctly explain that is key to the valuer understanding your business and getting the valuation correct.
  2. Have quality financial information.
    You must have quality financial information. A business valuation is, to a large extent, a review of your past financial results and a projection of your future financial expectations.  Without clear data it is very difficult to see the details necessary to make correct assumptions and calculations.  In addition to historic financial information, business plans and useful projections consistently kept will add to the valuer’s understanding of the business.
  3. Have leases and major contracts in good order
    Leases, customer contracts, loan documents, and the like may not make a business, but if they are not in good order a business may suffer major losses quickly. These documents in good form reduce risk which increases value.  Have the major legal documents your business relies on updated and accessible, so you can provide them when asked.
  4. Have systems outlined and resumes of key people
    Simply put, a business is a series of systems that produce a product or service, hopefully at a profit.  Most businesses have many systems that are run by people.  True high-quality systems are where “normal people obtain extraordinary results every time.”  This requires great systems, great training, and very good people.   Make sure you can document all of these.
  5. Hire an experienced valuation professional.
    Clearly, the valuer must have the background to understand how actual businesses on the ground work and how that translates into value. Business valuations are performed for specific purposes – sales, SBA loans, ESOP structuring, divorce, Estate and Gift Tax.  While it might sound crazy, it is a fact that the purpose can often significantly change the correct business value found.  Make sure the valuer understands and has performed valuations for your purpose.  Finally, make sure they have sufficient background and training in the fundamentals of business valuation.

These five steps lead to a consistent well-run business and obtaining a correct business valuation.  Business valuation does have an element of the old saying, “garbage in – garbage out.” As a business owner you do play an important role in obtaining a proper business valuation.

The Role of Life Insurance in Estate Taxes

The Role of Life Insurance in Estate Taxes

The recent Supreme Court case, United States v. Connelly, has significant implications for businesses and their estate tax planning. The Court ruled that life insurance proceeds held by a company must be included in its valuation for estate tax purposes, even if those proceeds are earmarked for a stock redemption.

Imagine it this way: You have a house, and you have homeowner’s insurance that covers the replacement cost of the house. A similar ruling by the court would say the value of that insurance policy itself adds to the overall value of your house for tax purposes, even though it’s there to protect you, not increase your property value. We can all be relieved this is not currently true.

This ruling, however, is a game-changer for businesses. It means that life insurance policies held by a company are no longer considered “off the books” when it comes to taxes. So, businesses need to get creative to avoid a hefty tax bill down the road. It’s super important for owners and their advisors to review their buy-sell agreements and estate plans to make sure they’re still set up to minimize tax liabilities.

The good news? There are ways to work around this.

  • Different insurance setups: Instead of the company holding the insurance, owners can buy policies on each other, which can keep those payouts out of the company’s valuation.
  • Trusts: Putting insurance policies in a trust can also help keep them separate from the company’s assets.

Read More in Greg’s article for NACVA QuickRead: Valuation Lessons from Connelly v. United States