Estate of Alice Friedlander Kaufman - Page 13




                                       - 13 -                                         
               Petitioners point the Court to the sales by Mr. Hoffman and            
          Ms. Branch and argue that these sales establish that the per-               
          share value of the estate's stock equaled the value at which                
          these sales were consummated; i.e., $29.70 per share.                       
          Petitioners vehemently argue that these sales are the most                  
          accurate measure of value because, petitioners state, both                  
          sellers were knowledgeable persons who were under no compulsion             
          to sell.                                                                    
               We disagree with petitioners that either sale is indicative            
          of the value of the estate's stock.  See Duncan Indus., Inc. v.             
          Commissioner, supra at 278.  The estate's holdings were the                 
          largest single ownership of Seminole stock by one person, and the           
          isolated sales relied upon by petitioners, which constituted                
          3.25- and 4.67-percent interests, are not sufficiently similar to           
          the estate's much larger 21.51-percent interest to make their               
          sale price representative of the value of the estate's stock.               
          Nor was either sale made by a person who was reasonably informed            
          on the date of sale as to the relevant facts surrounding the                
          value of the underlying property.  Neither Mr. Hoffman nor Ms.              
          Branch performed any meaningful financial review as to the value            
          of his or her stock.  Petitioners point the Court to the                    
          affidavits of Mr. Hoffman and Ms. Branch, both of which were                
          prepared more than 2 years after the date on which Ms. Branch               
          sold her stock.  In those affidavits, she and Mr. Hoffman assert            
          that they reviewed the Merrill Lynch report before selling their            
          stock.  We find these assertions incredible.  Merrill Lynch had             


Page:  Previous  3  4  5  6  7  8  9  10  11  12  13  14  15  16  17  18  19  20  21  22  Next

Last modified: May 25, 2011