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THE COURT: Did you rely upon the
[Merrill Lynch] appraisal in order to decide
whether or not the price that you were to
receive was fair?
THE WITNESS: I didn't do that. I--my
point there was that I was trying to sell the
Seminole stock and I thought I had a price
that I would accept.
Having concluded that the record is devoid of an arm's-
length sale upon which we may measure the value of the estate's
stock, we proceed to determine the stock's value using a two-step
process established by this Court's jurisprudence. See
Mandelbaum v. Commissioner, T.C. Memo. 1995-255, affd. without
published opinion 91 F.3d 124 (3d Cir. 1996), and the cases cited
therein. First, we must estimate the value of the stock as if it
were publicly traded. We do so, if possible, by reference to the
value of the listed stock of like corporations engaged in the
same or a similar line of business. See sec. 2031(b); Estate of
Hall v. Commissioner, 92 T.C. at 336; Mandelbaum v. Commissioner,
supra. Like corporations are determined by reference to the
subject corporation's age, business, product line, and gross
receipts. See Estate of Hall v. Commissioner, supra at 336;
Mandelbaum v. Commissioner, supra. We must also estimate the
stock's value indirectly by reference to the subject
corporation's net worth, its prospective earning power, its
dividend-earning capacity, its goodwill, its management, its
position in the industry, the economic outlook for its industry,
the degree of control represented by the block of its stock to be
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