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Similarly, Mr. Kimball generally based his 20-percent
minority discount on data from studies of premiums offered during
tenders for control of publicly traded companies. He also did
not consider the specific control attributes of White Stallion
stock to arrive at the minority discount.
Unless the articles of incorporation provide otherwise,
Arizona corporate law requires the following, in relevant part:
(1) Each outstanding share of stock is entitled to one vote, see
Ariz. Rev. Stat. Ann. sec. 10-721(A) (West 1996);79 all corporate
powers are exercised by the board of directors, see Ariz. Rev.
Stat. Ann. sec. 10-801(B) (West 1996); (3) directors are elected
by a plurality of votes cast by shares entitled to vote, see
Ariz. Rev. Stat. Ann. sec. 10-728(A) (West 1996); (4) sales of
assets other than in the regular course of business must be
approved by a majority of all votes cast by shares entitled to
vote, see Ariz. Rev. Stat. Ann. sec. 10-1202(E) (West 1996); (5)
dissolution of the corporation must be approved by a majority of
all votes cast by shares entitled to vote, see Ariz. Rev. Stat.
Ann. sec. 10-1402(E) (West 1996).
White Stallion’s articles of incorporation and bylaws were
not introduced in evidence. Therefore, we assume that White
Stallion’s governing documents do not vary from Arizona corporate
79Title 10, Corporations and Associations, was reorganized
by 1994 Ariz. Sess. Laws ch. 223 (effective Jan. 1, 1996). The
sections cited in our discussion were not substantively changed
but were renumbered by the new law.
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