Structuring Defined Value Clauses in Trust Transfers: Formula Allocations and Price Adjustment Clauses

Recording of a 90-minute CLE/CPE webinar with Q&A

Conducted on Wednesday, October 17, 2018

Recorded event now available

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Program Materials

This CLE/CPE webinar will provide estate planning counsel and advisers with a comprehensive and practical guide to structuring defined value formula clauses to avoid gift tax consequences on asset transfers. The panel will provide specific guidance on making formula allocations to withstand IRS scrutiny and identify conditions in transfer structures that trigger gift tax imposition.


The use of defined value clauses to mitigate gift tax impact on the transfer of hard to value assets has long been an item of IRS scrutiny. While the Service lost several tax court challenges to defined value clauses, it continues to take an adverse audit position and to seek suitable new cases to take to court.

Several different types of defined value clauses have withstood IRS scrutiny, utilizing both formula allocations and price adjustment clauses. Proper implementation of the transfer is critical to structuring a defined value clause, and there must be no pre-arrangement between the transferor and the transferee.

In the current environment with an increased exemption amount, estate planning advisers should protect lifetime transfers from unintended gift tax with a well designed defined value clause. Because the Service will continue to scrutinize the construction and implementation of defined value clauses, estate planners must carefully draft and strictly implement the provisions according to their terms.

Listen as our experienced panel provides comprehensive guidance to structuring defined value clauses that will withstand IRS scrutiny and challenge. The panel will review specific language designed to be as robust as possible if challenged yet flexible enough to be used in multiple contexts.



  1. Types of defined formula value approaches
    1. Formula allocation clause based on a subsequent agreement of involved parties
    2. Formula allocation clause based on final values as determined for gift tax purposes
    3. Price adjustment clauses
  2. Impact of Belk holding (4th Cir. 2014)
  3. Defined value clauses on IRS 2016-17 Priority Guidance Plan
  4. Exercising substitution powers using a defined value clause
  5. Traps to avoid


The panel will review these and other noteworthy issues:

  • What are the grounds for IRS challenges of defined value clauses?
  • What types of defined value clauses have failed to withstand IRS challenges?
  • How to best structure defined value clauses
  • How to structure defined value clauses involving non-taxable transfers other than to public charities


Gabbard, Renee
Renee Gabbard

Bryan Cave Leighton Paisner

Ms. Gabbard’s practice focuses on privately held businesses, high net worth clients, and charitable...  |  Read More

Hood, Paul
L. Paul Hood, Jr.

Paul Hood Services

Mr. Hood is a former estate planning and tax attorney in Louisiana. He frequently speaks and writes on estate planning,...  |  Read More

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