Estate of H.A. True, Jr. - Page 121




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          influenced Mr. Kimball’s choice of multiples.  As stated earlier,           
          restrictive provisions of buy-sell agreements that are deemed to            
          be testamentary devices should be disregarded in determining fair           
          market value for estate and gift tax purposes.  See supra p. 152.           
          Adjustments for these errors would result in marketable minority            
          values higher than those derived by Mr. Kimball.                            
              The final Lax report’s guideline company analysis was even              
          more questionable.  It provided no data to support the                      
          calculations of EBDIT, EBIT, pretax earnings, and book value for            
          either the comparable companies or True Oil.  Further, Mr. Lax              
          did not explain the relative weight placed on each factor.  The             
          Lax report also applied market multiples to only 1 year’s worth             
          of financial data.  We believe that using a 5-year average of               
          True Oil’s financial fundamentals (as Mr. Kimball did) would have           
          provided more representative results.  Without more data and                
          explanations, we cannot rely on the final Lax report’s valuation            
          conclusions using the guideline company method.                             
              We need not discuss the strengths or weaknesses of Mr. Lax’s            
          reserves method because the parties stipulated the value of True            
          Oil’s reserves as of the relevant measurement dates.                        
              Regarding the issue of minority discounts, this Court                   
          recognizes that a minority interest in a company usually is worth           
          less than a proportionate share of the company’s total value, see           
          Ward v. Commissioner, 87 T.C. at 106; Estate of Andrews v.                  







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