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public corporation may be similar to the subject corporation in
some regards does not mean that it is a good indicium of the
latter's value.
Second, Mr. Tack did not analyze all three valuation
methods. While he recognized all three methods and the fact that
all three methods enter into a determination of fair market
value, he failed to ascertain a value under the net asset method.
He noted the fact that Seminole invested significantly in
tangible assets but concluded, without adequate explanation, that
"an investor would evaluate Seminole based primarily upon the
aggregate earnings and cash-flow generating capability of the
Company's combined assets, rather than on the basis of individual
asset values." Valuation experts must thoroughly analyze all
applicable methods of valuation, and they may not simply assert
without sufficient explanation that they have concluded that a
particular method is irrelevant.7 That Mr. Tack failed to
perform a net asset analysis is not unremarkable, seeing that he
reviewed nothing that would have enlightened him on the fair
market value of Seminole's assets, including what we imagine is a
large dollar amount of goodwill that has attached to Seminole's
prestigious name over its more than 60 years of operation. If
7 Upon redirect examination, Mr. Tack attempted to
rationalize his failure to analyze the net asset value method by
stating boldly that: (1) Seminole is worth more as a going
concern on account of its earnings and (2) one cannot apply the
net asset method to ascertain the value of a minority interest.
We find these statements unpersuasive as reasons for not
analyzing Seminole's net asset value.
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