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as a percentage of J.R. Simplot Co.'s $830 million equity value) to
be accorded the class A voting stock.
Petitioner's experts used what Dr. Spiro referred to as a
"cookie cutter" methodology, which he and Mr. Matthews found
unsuitable in this case. We do not accept petitioner's experts'
assertion that no difference exists between minority voting shares
and nonvoting shares, as well as their conclusion that the value of
the shares of class A voting and class B nonvoting stock were the
same. Common sense dictates otherwise. We believe petitioner's
experts failed to give due consideration to the hypothetical
seller's desire to achieve the highest price obtainable for his/her
stock.
Here, only four persons held all the class A voting stock, and
there was a relatively equal distribution of this class of stock
among them. In our opinion, the class A shares, on a per-share
basis, are far more valuable than the class B shares because of the
former's inherent potential for influence and control of the
Company. And because of the Company's size and resources, having
a voice (even though not a controlling voice) in the Company is
valuable. Indeed, there was testimony that the Company would be
worth even more if it were managed differently and divested itself
of its unprofitable agriculture (cattle) group. According to
Gordon C. Smith, the Company needed cash in order to remain
competitive and ultimately a choice would have to be made to merge
the Company with or into another entity, sell some of the Company's
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