- 10 -
1169, 1190 (1938), affd. per curiam 117 F.2d 1009 (2d Cir. 1941).
We see no reason to depart from that approach here.
In the present case, the only appraisals of petitioner's
stock were made as of dates before the Contract date. The
parties to the Contract did not seek an appraisal of the stock as
of the date of the closing. However, where experienced
businessmen or women with adverse interests are negotiating at
arm's length, and they agree upon the value of property to be
exchanged, the agreement is very persuasive evidence of value.
Southern Natural Gas Co. v. United States, 188 Ct. Cl. at 358,
412 F.2d at 1251, 1255-1256; Seas Shipping Co. v. Commissioner,
371 F.2d 528, 532 (2d Cir. 1967), affg. T.C. Memo. 1965-240.
In the instant case, the parties do not dispute that the
Contract was the result of an arm's-length negotiation among
representatives of petitioner, Chemetron, and Allegheny. The
Contract provided for a purchase price of 3,335,000 shares of
petitioner's common stock, which had been valued by the parties
at $60,030,000. In addition, the Contract provided that certain
adjustments were to be made upon the closing of the transaction.
Pursuant to the adjustment provision, petitioner was entitled to
receive (i) 25 percent of the pre-tax earnings of the IGD from
January 1, 1978 to July 2, 1978, and (ii) 50 percent of the pre-
tax earnings of the IGD from July 3, 1978, to the day immediately
preceding the closing date. Petitioner received a total of
$3,081,584 in additional IGD assets pursuant to this provision.
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