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block that had swing vote potential.74
d. Court’s Analysis
The positions of the parties and the Court’s determinations
of the marketable minority values of Eighty-Eight Oil’s total
equity at each of the valuation dates are summarized infra pp.
250-251.
We accept the agreement of the parties that the marketable
minority value of Eighty-Eight Oil’s total equity was $25,174,683
on January 1, 1993. However, we have reservations regarding the
reliability of this value, which we explain later.
We are critical of respondent’s reliance on the final Lax
report to establish marketable minority value as of June 4 and
June 30, 1994. First, as noted several times in this opinion,
the final Lax report’s guideline company analyses lack adequate
substantiation. In contrast, the Kimball reports are well
documented, and the amounts reported therein are traceable to the
various companies’ Federal income tax returns. We are unable to
reconcile Eighty-Eight Oil’s financial fundamentals as reported
74This argument is inconsistent with respondent’s acceptance
of Mr. Lax’s entity value as of June 3, 1994, which was derived
on a marketable minority basis. Respondent explicitly argued, in
connection with Dave True’s controlling interests in Belle
Fourche and Black Hills Trucking, that if those entities were
valued on a minority basis, a control premium of 25 percent
should have been applied to derive entity value. It is unclear
whether respondent is making the same argument regarding Dave
True’s significant, but not controlling, ownership of Eighty-
Eight Oil. We need not resolve this issue, however, because we
reject respondent’s swing vote argument infra p. 244.
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