- 33 -
percent to account for the tax liability inherent in VIC's
assets.
One of petitioner’s main contentions for discounting the VIC
stock is the presence of a stock purchase agreement. Although we
believe that such agreement would have some chilling effect on a
hypothetical sale, we do not agree that it would have the effect
that the estate contends it would have. The agreement provides
that before Mr. Borgatello or his estate sells his VIC shares, he
must first offer his shares to the other VIC shareholders on pro
rata basis at the price offered to the outside buyer. The other
shareholders have 15 days to exercise their right of first
refusal, and they may purchase any amount of the shares offered.
After that 15-day period expires, VIC has the option of buying as
many shares as it desires. After the consecutive 15-day periods
expire, Mr. Borgatello could then sell the remaining shares to
the third-party buyer.
The estate contends that the stock purchase agreement will
inevitably lead to Mr. Borgatello's 82.76 percent block being
sold in two smaller blocks because the minority shareholders will
purchase just enough of the shares to gain control of VIC,
leaving the third-party buyer with a minority interest. The
estate, however, does not offer any evidence to prove that any of
the VIC minority shareholders possess the means or the
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