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control of FIC through the receipt of 6 shares of issued and
outstanding FIC common stock. On February 2, 1980, no
shareholder of FIC other than Robert could obtain voting control
of FIC through the receipt of 12 shares of issued and outstanding
FIC common stock. Because only one person, Robert, could gain
control through the 1980 Gifts, no swing vote premium would have
been paid by a hypothetical third-party buyer of shares of FIC
owned by Maude and Royal.
On August 24, 1981, voting control of FIC could not be
affected by the transfer of Maude and Royal's respective holdings
of FIC common stock, singularly or collectively.
3. Lack of Marketability
On both February 2, 1980, and August 24, 1981: (1) BKC had
not established a buy-back program or policy for acquiring Burger
King franchises; (2) high interest rates contributed to a
depressed market for the sale of Burger King franchises; and
(3) there was no readily available market for the stock of FIC.
Each of the foregoing factors contributed to a lack of
marketability of FIC stock.
4. Combined Minority and Lack of Marketability Discount
On February 2, 1980, the fair market value of each
decedent’s gratuitous transfer of 6 shares of FIC's common stock
was subject to a combined minority and marketability discount of
40 percent. On August 24, 1981, the fair market value of the 24
shares of FIC's common stock transferred by each decedent in the
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