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The CompUSA prospectus (item number 5 above), on the
other hand, is not relevant to our determination of the
value of the stock at issue. This document describes a
public offering of SWI stock almost 2-1/2 years after the
valuation date. Based upon the record of this case, we
cannot find that the public offering was sufficiently
foreseeable by the parties on the valuation date. Accord-
ingly, we will sustain petitioners' objection insofar as
the CompUSA prospectus is concerned.
We reject petitioners' argument that the items in
question should not be admitted into evidence because
Estate of Jung v. Commissioner, supra, and similar cases
only allow consideration of subsequent arm's-length sales
of the subject property. As noted above, the first two
items describe conditions existing prior to the valuation
date. Assuming that petitioners' restrictive reading of
Estate of Jung v. Commissioner, supra, is correct, the next
two items fit comfortably within that reading. The
confidential private placement memorandum (item number 4)
was in fact prepared in connection with an arm's-length
sale of SWI stock. Similarly, the valuation of a
noncontrolling equity interest in SWI (item number 3) was
requested by the board of directors to ascertain the price
at which SWI stock would change hands in an arm's-length
sale. Accordingly, we find that these documents are
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