Estate of Helen J. Smith, Deceased, Frederic L. Foill II and Cassandra F. Vallery, Co-Executors - Page 38




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          10-percent discount.  In choosing this discount, Mr. Haywood                
          considered the 12,000 shares of stock held by decedent at her               
          death to be a “swing block” of stock, and this convinced him that           
          the lack of marketability discount should be relatively small.              
          His final value for FNBW, after applying the 10-percent lack of             
          marketability discount, was $159.53 per share.                              
               Court’s Analysis                                                       
               We believe there are several problems with Mr. Haywood’s               
          analysis but that adjustments to correct for his errors can be              
          made which result in a reliable estimate of the value of the FNBW           
          stock.                                                                      
               The first problem with Mr. Haywood’s analysis is that he               
          failed to apply a minority interest discount to his asset-based             
          value.  “Ignoring discounts for lack of control [i.e., minority             
          interest] and lack of marketability is contrary to long-                    
          established valuation methods well accepted by the Courts in                
          cases presenting the value of stock in closely held                         
          corporations.”  Estate of Newhouse v. Commissioner, 94 T.C. at              
          249.  Mr. Haywood’s method was to estimate the net asset value of           
          FNBW and to treat this as the market value.  However, the owner             
          of a minority interest in FNBW would not have control of its                
          assets.  Thus, a minority interest discount is necessary to                 
          achieve an accurate asset-based value for FNBW.  Applying a                 
          minority interest discount of 32 percent, the figure used by Mr.            






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