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unpublished Order of this Court. With respect to the bylaws, the
pertinent provisions merely afforded SSE an option to acquire its
stock at fair market value in the event that a shareholder
elected during life or at death to transfer the shares to a party
other than a family member or a charity. Since such terms do not
limit transferability or prevent receipt of fair market value,
they would not result in a lesser value for gross estate
purposes. Accordingly, we grant respondent’s motion for partial
summary judgment on this point and hold that decedent’s
shareholdings in SSE are to be valued in his gross estate as a
unitary, unrestricted two-thirds interest in the company.
B. Redemption of Only Voting Stock
Respondent secondly requests this Court to find as a matter
of law that “The Pre-Death Redemption Agreement executed by
Marvin M. Schwan, the Foundation, Marvin M. Schwan’s revocable
trust and the Schwan Corporation required the Foundation to
deliver, and the Schwan Corporation to redeem, only voting stock,
not both voting and non-voting stock”. Respondent contends that
the language of the document as a whole, augmented by the legends
stamped on various stock certificates, clearly provides that only
the voting shares were to be redeemed. Petitioners in opposition
assert that the express terms of the Redemption Agreement plainly
require redemption of both classes.
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