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control, making a lack-of-control discount less significant. In
that regard, Mr. Shaked noted that the beneficial owners of the
shares of CCC were not managers of CCC or members of its board of
directors.
Both experts agreed that there was an inverse relationship
between a company’s financial performance and a lack-of-control
discount. In other words, as performance improves the discount
decreases. The parties, however, disagree about CCC’s
performance. Respondent argues that CCC outperforms many of the
15 comparables used by Mr. Frazier, if considered over a 3-, 5-
and 10-year period. Conversely, the estate, for the same period,
argues that CCC has underperformed the S&P 500 and most of the
final seven comparables selected by Mr. Frazier. We believe that
CCC has a good performance record. Accordingly, we agree to some
extent with Mr. Shaked’s observation that control would be less
important for CCC.
Mr. Shaked, in support of his 5-percent discount for lack of
control, provided the generalized explanation that CCC was
similar to a closed-end holding company. Mr. Frazier provided
more detail and analysis in support of his 25-percent discount
for lack of control, but some of his analysis overlooks important
aspects and, to some extent, is inconsistent.
First, Mr. Frazier’s reasoning in using some of the
comparables is flawed. He did not provide adequate justification
for eliminating Tri-Continental and Adams Express as comparables.
In addition, he ignored the fact that Royce Micro Cap and Morgan
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