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controlling interest in Black Hills Trucking valued as of June 4,
1994. Similarly, respondent denied any marketability discount to
Jean True’s 37.63-percent interest valued as of June 30, 1994,
because the transferred interest had swing vote potential.
d. Court’s Analysis
As stated earlier, under Lauder III, we disregard the buy-
sell agreement in determining fair market value of the subject
interests in Black Hills Trucking. See supra pp. 209-210.
Accordingly, we reject Mr. Kimball’s justifications for
marketability discounts that derive from the buy-sell agreement
restrictions.
We find that the restricted shares and pre-IPO studies
referenced by Mr. Kimball are not useful in determining
marketability discounts applicable to controlling interests,
because those studies analyzed marketability of noncontrolling
interests.
We also disagree with the positions of Mr. Lax and
respondent that marketability or illiquidity discounts are never
justified in the case of controlling interests in private
corporations. See Estate of Andrews v. Commissioner, 79 T.C. at
953.
In the cases at hand, Dave True’s 58.16-percent interest
could control liquidation of Black Hills Trucking; therefore, we
must examine the marketability of Black Hills Trucking’s assets.
Mr. Lax valued Black Hills Trucking’s power and trailer equipment
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