- 26 -
adamantly that Clara made her own decisions and that her advisers
were independent of Max and his advisers.8 While Mr. Smith also
testified cursorily that Max voted Clara's shares by proxy, we
give this testimony no weight. But for the testimony of a person
who is neither a director nor shareholder of Seminole to the
effect that Max voted Clara's shares by proxy, we find nothing in
the record to support a finding that Max held a proxy to vote
Clara's shares. Not to mention that even if he had voted her
shares by proxy on previous occasions, proxies are generally
revocable and of limited duration so as to deprive the holder of
any control over the underlying shares. See, e.g., Okla. Stat.
Ann. tit. 18, sec. 1057 (West 1986).
Nor do we agree with Mr. Tack that each share of the
estate's stock necessarily equaled the per-share value of the
stock of any other shareholder. As we understand Mr. Tack's
analysis, shares of stock have one of two values. They have one
value, Mr. Tack states, if they represent a controlling interest
in that the shareholder has the "ability to change corporate
bylaws, determine dividend policies, redeploy corporate assets,
change the company's capital structure, effect a sale or other
change in the company's ownership structure, make personnel
changes, and otherwise influence the operations and financial
structure of the company." They have a second value, Mr. Tack
8 We also are unpersuaded that Clara Weitzenhoffer had any
obligation as of the applicable valuation date to leave her
shares to her son Max.
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