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Who Needs to Know about the Buy-Sell Decision Announced by the Supreme Court?


The June 6, 2024, Supreme Court decision in Connelly v. Commissioner

will significantly impact the following business owners:



Buisness Owners with Stock Redemtion/ Entity Purchase Buy-Sell Agreements

Buisness Owners with Stock Redemtion/ Entity Purchase Buy-Sell Agreements

These are arrangements where the business agrees to purchase the interest of a deceased owner.

Owners Who are the Insured on a Business Owned Life Insurance Policy

Owners Who are the Insured on a Business Owned Life Insurance Policy

In Connelly, the court included the life insurance death proceeds received by the business increasing the company's value.   

The decision differs from the prior precedent where the insurance was offset by the liability created by the purchase obligation under the stock redemtption agreement.

Business Owners Potentially Subject to State or Federal "Death Taxes" (Estate, Inheritance) are Most Affected by the Decision.

Business Owners Potentially Subject to State or Federal "Death Taxes" (Estate, Inheritance) are Most Affected by the Decision.

The Connelly decision involved a tax dispute where the IRS increased the value of the business by the amount of the life insurance death proceeds received by the business, causing the estate of the deceased business owner to pay more estate taxes.

What Affected Business Owners Should Do Now

What should business owners with stock redemption/entity purchase buy-sell agreements funded with business owned life insurance do in a post Connelly world?

In light of the connelly decision, exiting entity purchase buy-sell agreements should be reviewd and potentially changed to another form of buy-sell arrangement.

If a business owner's net worth does not raise to the level to trigger "death taxes", the owner may still want their documents reviewd to make sure the agreement reflects the intentions concerning whather the purchase price should or should not include the value of the life insurance proceeds.  Absent specific instrutions in the buy-sell agreement, a business appraiser may have to make the determination.  What the appraiser decides will almost certainly disappoint at least one side and my surprise both.

Exiting business  owned life insurance may either need to be repurposed or replaced.  It may not be possible to simply transfer existing life insurance without causing adverse income taxation.

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