Walter L. Gross, Jr., and Barbara H. Gross - Page 23




                                        - 23 -                                         

          The handbook, in relevant part, reads:                                       
               If you are comparing a Subchapter S Corporation to the                  
               stock of similar firms that are publicly traded, the                    
               net income of the former must be adjusted for income                    
               taxes using the corporate tax rates applicable for each                 
               year in question, and certain other items, such as                      
               salaries.  These adjustments will avoid distortions                     
               when applying industry ratios such as price to                          
               earnings.                                                               
               Both statements lack analytical support, and we refuse to               
          interpret them as establishing respondent’s advocacy of tax-                 
          affecting as a necessary adjustment to be made in applying the               
          discounted cash-flow analysis to establish the value of an                   
          S corporation.                                                               
               Even if we were to interpret the excerpts as petitioners do,            
          petitioners do not claim that the excerpts have the force of a               
          regulation or ruling, nor have they shown the type of detrimental            
          reliance that might work an equitable estoppel against                       
          respondent.  “Equitable estoppel is a judicial doctrine that                 
          precludes a party from denying his own acts or representations               
          which induced another to act to his detriment.  Estoppel is                  
          applied against the Commissioner with utmost caution and                     
          restraint.”  Hofstetter v. Commissioner, 98 T.C. 695, 700 (1992)             
          (internal citations and quotation marks omitted).  In any event:             
          “Detrimental reliance on the part of the party seeking to invoke             
          estoppel is a key condition.”  Id.  Petitioners have failed to               
          prove that they relied on either the guide or the handbook in any            






Page:  Previous  13  14  15  16  17  18  19  20  21  22  23  24  25  26  27  28  29  30  31  32  Next

Last modified: May 25, 2011