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bearing shareholder debt in computing market value of equity as
of June 4 and June 30, 1994. However, Belle Fourche’s
shareholder debt had been paid down in May 1994, and was only
$15,915,350 at the valuation dates. Therefore, Mr. Kimball
understated market value of equity by $1,200,000.72 Correcting
for the debt, Mr. Kimball’s fair market value of total equity on
a marketable minority basis should have been $21,325,000
(rounded) on both June 4 and June 30, 1994.
Finally, we disagree with Mr. Kimball that Dave True’s
68.47-percent interest in Belle Fourche, valued as of June 4,
1994, should be treated as a noncontrolling interest. Mr.
Kimball considered this interest as being equivalent in value to
a minority interest in a public company, because a hypothetical
buyer would expect the buy-sell agreement to impede his or her
free exercise of voting control. See supra p. 218. However,
under Lauder III, we disregard the Belle Fourche buy-sell
agreement in determining fair market value of the subject
interests. As a result, we reject Mr. Kimball’s reasoning for
treating Dave True’s 68.47-percent interest as noncontrolling.
Having disregarded the buy-sell agreement, we look to
Wyoming law to determine the rights accorded a 68.47-percent
72Respondent made the same error in his computation of Belle
Fourche’s net asset value. Mr. Lax’s $16,000,000 debt
subtraction presumably reflected the correct debt amount rounded
to the nearest $100,000.
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