- 44 -
by voting and nonvoting stock is essentially irrelevant to any
difference in value between those shares.13
Mr. Much concluded that no difference existed in the per-share
value (i.e., voting rights premium) between J.R. Simplot Co.'s
class A voting and class B nonvoting shares primarily because the
class A shareholder could not extract economic benefits. Mr. Much
believed that even if a difference existed, it was negligible.
However, he testified that, on the basis of the available data, and
everything being equal, he would not "quibble" with valuing
decedent's class A voting shares at approximately 5 percent more
than decedent's class B nonvoting shares. In his opinion, this
premium would not be based on economics but rather on a "feel good"
basis for having the right to vote. Nevertheless, Mr. Much opined
that any premium for the feel-good right to vote would be offset by
the liquidation preference in favor of the class B nonvoting shares
and the right of first refusal encumbering the class A voting
shares.
Finally, Mr. Much determined that the discount for lack of
marketability of the stock would range from 10 to 40 percent of his
determined marketable minority value. After reviewing several
restricted stock studies, and giving consideration to the 360-day
restriction placed on the class A voting stock, Mr. Much concluded
that a 35-percent discount for lack of marketability was
13 In analyzing the 14 transactions discussed above, Mr.
Much determined that the ratio of outstanding voting shares to
total shares outstanding ranges from 9.8 percent to 92 percent
and is not correlated with a voting premium.
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