Estate of Alice Friedlander Kaufman - Page 30




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          went to great lengths to assure that the shares held by an                  
          outsider could not be transferred to another outsider.  Every               
          shareholder who was outside the extended Weitzenhoffer family was           
          a Seminole employee (or spouse thereof in the case of Ms. High),            
          whose shares had to be redeemed when the shareholder retired.  It           
          is not unreasonable under the facts herein to conclude that a               
          hypothetical buyer of the estate's shares would contemplate that            
          a member of the Weitzenhoffer family, or Seminole itself, would             
          pay a greater price for those shares as long as they were owned             
          by a nonfamily member who was not an employee.  A closely held              
          family corporation such as Seminole is typically managed with               
          little formality and with little concern for the respective                 
          ownership interests of family member shareholders.  Adding a                
          nonfamily shareholder minus conditions under which his or her               
          shares may be recalled can cause havoc to the business'                     
          harmonious operation.  The nonfamily shareholder, for example,              
          may demand a return on his or her investment that the family                
          member shareholders are unwilling to give, may otherwise create             
          an unpleasant and unrewarding working environment, or may strive            
          to acquire a majority of the outstanding shares.  See O'Neal &              
          Thompson, O'Neal's Close Corporations sec. 7.02 (3d ed. 1994).  A           
          nonfamily shareholder also may continually second-guess the                 
          actions of a family shareholder, director, or officer, or group             
          thereof, as unlawful attempts to usurp the rights of a minority             
          shareholder in favor of the family.  See Pepper v. Litton,                  
          308 U.S. 295, 306 (1939); Southern Pac. Co. v. Bogert, 250 U.S.             


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