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shares to elect a designate to the board.11 Whereas Mr. Tack
stressed the fact that the subject shares lacked current
representation on the board in reaching his conclusion that the
shares' per-share value was the same as that of any other share,
we attach less weight to this fact. The mere fact that none of
the executors of the estate was a member of the board on the
applicable valuation date does not mean that a holder of the
estate's shares lacked the ability to gain representation on the
board had he or she wanted to. It is of course understandable
that decedent was not a member of the board when she died, seeing
that she was elderly and most likely not desirous or capable of
sitting on the board.12
Fourth, Mr. Tack ignored the value that inured in the
estate's shares on account of the fact that Seminole was a
family-owned business that was intended by the shareholders to be
kept in the family. Most of Seminole's shareholders were related
to the Weitzenhoffer family by blood or by marriage, and they
11 Because the record does not contain Seminole's bylaws or
certificate of incorporation, we are left to assume for purposes
of this calculation that all shares of Seminole stock carry one
vote and that all directors are elected at the same time.
12 Petitioners ask the Court to find as a fact that Max
Weitzenhoffer, Elizabeth Weitzenhoffer Blass, and John Gunzler
voted together in a concerted effort to control the affairs of
Seminole. We decline to do so. Although Messrs. Reeves and
Smith did testify that they believed that Max Weitzenhoffer,
Elizabeth Weitzenhoffer Blass, and John Gunzler tended to vote
similarly at board meetings, this hardly supports a finding that
these three did so pursuant to some type of voting agreement.
That the three may have voted similarly in the past may simply
mean that they had a similar mind set or philosophy on the
matters before them at the time.
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