WEBINAR: Complex Capital Structures in Transfer Tax Planning - A Valuation Perspective

Broadcast Date: July 14, 2026

Presenters: Lucas M. Parris, CFA, ASA/IV-IA and Sujan Rajbhandary, CFA, ABV

Course Overview and Purpose

This program, for advanced estate planning attorneys and other estate planners, examines the increasing prevalence of complex capital structures in privately held businesses and the valuation challenges they present in gift, estate, and transfer tax planning.

Participants will learn how preferred equity, rollover equity, profits interests, earnouts, and other structured ownership interests create economically differentiated rights requiring specialized valuation analysis. This 75-minute webinar has been approved for 1.0 hours of CLE Credit (details below).

Learning Objectives

Upon completion of this program, participants will be able to:

• Identify common forms of complex capital structures encountered in privately held businesses.

• Explain how differing economic rights affect fair market value.

• Recognize valuation methodologies used to allocate value among multiple ownership classes.

• Evaluate transfer tax planning implications associated with economically differentiated ownership interests.

Content Outline

1. Introduction: The Rise of Complex Capital Structures 

   1. Evolution of private company capital structures

      1. Growth of preferred equity and incentive arrangements

      2. Influence of private equity and institutional investors

   2. Transfer tax relevance

      1. Increasing valuation complexity

      2. Importance of economic rights analysis

2. Economic Fundamentals of Differentiated Ownership Interests 

   1. Senior and junior equity interests

      1. Preferred equity

      2. Common equity

      3. Incentive equity

   2. Allocation of risk and return

      1. Downside protection

      2. Future appreciation potential

      3. Liquidity considerations

3. How Modern Transactions Create Multiple Economic Interests 

   1. Private equity-backed transactions

      1. Cash consideration

      2. Rollover equity

      3. Earnouts

      4. Management incentive equity

   2. Transfer tax implications

      1. Differing valuation characteristics

      2. Distinct appreciation profiles

      3. Non-pro rata economic rights

4. Structural Features That Drive Value 

   1. Liquidation preferences

   2. Participation rights

   3. Conversion features

   4. Performance-based incentive arrangements

5. Valuation Considerations and Methodologies 

   1. Enterprise valuation foundation

      1. Income approach

      2. Market approach

      3. Asset approach

   2. Allocation methodologies

      1. Scenario-Based Method (SBM)

      2. Option Pricing Model (OPM)

      3. Monte Carlo simulation

   3. Key assumptions

      1. Volatility

      2. Holding period

6. Practical Planning Considerations and Conclusion 

   1. Importance of governing documents

   2. Sensitivity of valuation conclusions to economic rights

   3. Role of valuation professionals in transfer tax planning

   4. Key takeaways

7. Q&A Opportunity