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value and look to Wyoming law to determine the rights accorded a
58.16-percent interest in Black Hills Trucking.
Wyoming law allows the holder of a majority of the shares
entitled to vote to control the board of directors, sell
corporate assets, or dissolve the corporation. See discussion of
Wyoming law supra p. 230. No articles of incorporation or bylaws
were introduced in evidence for Black Hills Trucking. Therefore,
we assume that the company’s governing documents do not vary from
Wyoming law. Dave True’s 58.16-percent interest represented a
majority of the shares entitled to vote; therefore, Dave True
owned a controlling interest in Black Hills Trucking at his
death. Accordingly, Mr. Kimball should have added a control
premium to compute entity value under the guideline company
method.
For the reasons stated above, we reject Mr. Kimball’s
valuation conclusions under the guideline company method. We
need not discuss the merits of Mr. Kimball’s net asset value
approach because his controlling interest value equaled that of
Mr. Lax, which we have already adopted. However, we reject Mr.
Kimball’s 10-percent lack of control discount to adjusted NAV as
of June 4, 1994, because Dave True owned a controlling interest
at death.
Turning to respondent’s position, we agree that Dave True’s
58.16-percent interest valued at June 4, 1994, is not entitled to
a minority discount. However, we disagree with respondent’s
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