- 40 -
circumstances" that made petitioner willing to transfer its
assets to Heileman at less than their fair market value. We also
do not find that petitioner and Heileman were compelled to buy or
to sell, although they both may have had individual motivations
for seeking a consummation of a deal between them. We find from
the record that the parties to the transfer of the assets
thoroughly deliberated the transfer before it actually occurred.
Heileman began discussing a combination with petitioner in 1982,
and the Justice Department was consulted shortly thereafter to
express its views on the legality of such a combination. We find
it hard to believe that the discussions between petitioner and
Heileman were anything but adversarial, legitimate, and at arm's
length, and we find nothing in the record to persuade us
otherwise.13 As brewers in the industry, both Heileman and
petitioner were knowledgeable of the industry and the details of
the transaction. The agreement between them also had independent
business significance, undoubtedly adding to their realistic
economic assessment of the transaction. Although the values
ascribed in the Allocation Agreement are not necessarily
determinative of the actual fair market values of the underlying
13 For example, the 1982 Consent Decree specifically
prohibited Heileman from managing or controlling petitioner or
Olympia in any manner directly or indirectly. We also bear in
mind that, during these discussions, the Board would have been
subject to a duty of loyalty to the minority shareholders, as
would any controlling shareholder. See Pepper v. Litton,
308 U.S. 295, 306 (1939).
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