Pabst Brewing Company - Page 40

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          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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