Estate of H.A. True, Jr. - Page 136




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          discounts are either unreasonably low (given the factors limiting           
          marketability discussed above) or nonexistent, due to                       
          respondent’s incorrect assumptions regarding swing vote                     
          potential.                                                                  
              Based on the record before us, we apply a 30-percent                    
          marketability discount to the minority interests in True Oil                
          valued as of January 1, 1993, June 4, 1994, and June 30, 1994.              
          We derive this figure first by acknowledging that the subject               
          interests in True Oil are less marketable than actively traded              
          interests, for reasons previously stated.  We then use Mr.                  
          Kimball’s discount as a starting point.  Mr. Kimball did not                
          explain clearly how he used market data to compute his                      
          marketability discounts.  It appears that he chose a 40-percent             
          discount to fall within the high range of discounts observed in             
          the restricted stock studies (26 to 45 percent).  We believe that           
          the restricted stock studies provide more relevant data than the            
          pre-IPO studies, because True Oil interests are subject to State            
          law transfer restrictions and because True Oil is not comparable            
          to a company on the verge of going public.  Finally, we reduce              
          the proposed 40-percent discount to 30 percent, because Mr.                 
          Kimball improperly considered the True Oil buy-sell agreement in            
          developing his marketability discounts.                                     










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