Jane O. Kosman - Page 37

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                  Based on the arguments of the parties and the record, we                                
            conclude that a 15-percent discount for lack of marketability is                              
            appropriate for the stock of Kosman, Inc.                                                     
                  c.    Nonvoting Share Discount                                                          
                  Petitioner's expert applied a discount of 10 percent to the                             
            nonvoting common shares.  He cited an example where a buyer                                   
            received a 38.9-percent discount, but he did not compare that                                 
            transaction to this case or explain why he chose 10 percent.                                  
                  Respondent's experts applied a 4-percent discount.  They                                
            cited a study published in the April 1983 issue of "Journal of                                
            Financial Economics" (JFE) ("The Market Value of Control in                                   
            Publicly Traded Corporations"), by R.C. Lease, J.. McConnel, and                              
            W.H. Mikkleson.  The JFE study evaluated premiums paid for sales                              
            of nonvoting shares in publicly traded corporations which had                                 
            stock with two different voting rights.  The JFE study showed                                 
            that premiums for superior voting rights usually ranged from 2 to                             
            4 percent.  Respondent's experts said that the JFE study shows                                
            that a 2- to 4-percent discount should apply to stock with                                    
            inferior voting rights in this case, even though Kosman, Inc.,                                
            stock was not publicly traded.  We apply a discount of 4 percent                              
            to value the nonvoting common shares.  E.g., Wallace v. United                                
            States, 566 F. Supp. 904, 917 (D. Mass. 1981) (voting shares                                  
            valued at 5 percent higher premium than nonvoting shares); Estate                             







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