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Q Based upon your participation as a
shareholder and Director, when you
participated in these elections as a
shareholder or Director, were they conducted
under cumulative voting or non-cumulative
voting?
A I get the terms sometimes mixed up. But I
do know that it is such that if somebody owns
25 percent of the stock, for an example, they
do not receive 25 percent of the Board
members. And I believe that is what you call
non-accumulated voting.
Q That's my understanding as well.
In sum, we are unpersuaded by Mr. Tack's opinion and reject
it. Having done so, we would typically proceed to value the
estate's shares on the basis of the record at hand. In the
typical case, we find much information and data on the subject
corporation, as well as financial studies and data which allow us
to compute value and marketability discounts using the Mandelbaum
and other factors mentioned above. The instant case, however, is
atypical. Petitioners, in short, ask us to close our eyes to the
inadequate record and adopt without adequate verification
Mr. Tack's conclusion and the managerial representations upon
which he relied. We decline to do so. Valuation cases require
that we determine a value based on the evidence at hand. Whereas
we may determine a value with the assistance of experts, if we
consider it helpful, we will not accept an expert's conclusion
when it is unsupported by the record. The record must be built
by the parties to include all data that is necessary to determine
the value of property in dispute. Valuation experts must perform
unbiased and thorough analyses upon which we may rely. Where, as
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