ESOP fiduciaries and others responsible for the annual ESOP appraisal need to understand the interaction between their companies' S corporation statement and the valuation. The benefits of being an S corporation ESOP add several layers of complexity to the annual valuation. For example, ESOP shares are valued by law at the price a "willing buyer" would pay, but there is no guarantee that this hypothetical willing buyer would be an S corporation or have an ESOP. Does that make it impossible for the appraisal firm to consider the S corporation ESOP tax shield? If not, how should it affect the annual valuation? Does the appropriate valuation method change for initial transactions, ongoing operation, or in evaluating a potential sale of the company? What's the difference between valuation for a 100% ESOP-owned S corporation and one where the ESOP has a smaller stake?