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A. Decedent
Decedent was born on July 9, 1925. He earned his bachelor
of science degree, with honors, from the University of California
at Berkeley in 1948, and his law degree, with honors, from the
Boalt Hall School of Law, University of California in 1951.
Decedent was admitted to practice law in California in 1951. He
concentrated his practice in personal injury and products
liability law. He authored articles in professional journals and
coauthored several treatises on products liability law.
B. Decedent's Law Firm
In 1969, decedent and several others started a law firm.
They incorporated the firm of Cartwright, Saroyan, Martin &
Sucherman, Inc. (CSB),1 as a professional corporation under
California law. CSB's office is in San Francisco. CSB has
always been a subchapter C corporation. Decedent was CSB's
majority shareholder and chairman of the board until he died.
CSB's shareholders were attorneys licensed to practice law
in California. A shareholder could sell his shares only to an
existing CSB shareholder unless the other shareholders consented
to a sale. In the 1973 shareholders’ agreement (described in
par. C below), CSB set the price of the stock very low and did
1 The law firm had different names from 1969 to 1988. It
was named Cartwright, Slobodin, Bokelman, Borowsky, Wartnick,
Moore & Harris, Inc., when decedent died. We refer to the firm
as CSB even though its name occasionally changed.
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