Stefan Widmer
Oliver Ambs
Business valuation in the course of succession (different valuation approaches for different purposes: development, transaction, tax optimization)
Workshop on the occasion of the ISIS) seminar on 14-15 September 2020 entitled "Tax-optimised corporate succession - opportunities and risks of fundamentally different succession options".
Case 1: Listed family business
Facts
Mrs. X inherited 2% of the listed Industrie AG (T AG). Two families own the majority of votes in T AG.
Mrs. X's shares are part of an extensive ABV. This states in particular that the shares must first be offered for sale to family 1 and then to family 2 before being sold to third parties. The purchase offer must be valid for 6 months.
T AG does not make any distributions worth mentioning. Apart from the dividends, Mrs. X has no significant income. Since the dividend payout is very low in relation to the share price, the total tax burden of Mrs. X is around 98%.
Question
How is the net worth taxable value for Mrs X determined?
Case 2: Advance withdrawal of inheritance and subsequent sale to relatives
Facts
The father gave each of his 3 children 1/3 of the shares in Industrie AG as a gift as part of a preferential inheritance. Shortly afterwards, son 1 sold the shares to his sister, who managed the Industrie AG.
A few years later, son 2 also sold his shares to his sister. They agreed on a sales price that was considerably below the property tax value.
Questions
- What tax problems could have arisen here?
- Are there alternative ways of structuring corporate succession?
Case 3: Joint heirs with ABV
Facts
Three heirs each held one third of the shares in the internationally active Transport AG. The property tax value of all shares in Transport AG was CHF 1,000.
Shareholders A and B were united in a shareholders' agreement, which provided that they would each exercise their voting rights jointly. In particular, this ABV guaranteed A and B financially well-endowed seats on the Board of Directors. Dividends were never paid out.
In the event of an infringement, the ABV provided for a contractual penalty of CHF 100.
After some time B joined forces with C. C was subsequently elected to the Board of Directors of the Company in place of A.
As a result of a civil action by A against B, B was obliged to pay CHF 100 to A.
Questions
- What changed in the property tax value of A after B broke the ABV?
- How was the income of CHF 100 taxed at A?
