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from a negative number, through worthless, to a maximum of
$337 million.
Respondent also presented the testimony of William R. Zame
(Zame), an economics and mathematics professor, who applied game
theory principles to determine the value of the MB Parent common
stock uncoupled from the management rights over the LLC. Zame
acknowledged that his computed value was not the same as fair
market value. He did, however, recognize that:
[because] the common stock of MB Parent represents a
derivative claim to the resources of Eagle I, by
analyzing the nature of that derivative claim it is
possible to determine the amount a rational, well-
informed investor might be willing to pay for this
claim, keeping in mind that there are other competing
claims to the resources of Eagle I. It is value in
this sense that this report estimates.
Zame applied probabilities to various assumptions and determined
the most plausible estimates of the value of the MB Parent common
stock as a fraction of the value of the LLC’s assets. His
analysis concluded that the “upper bounds of the stand-alone
value” of the MB Parent common stock ranged from .595 to .800 of
the value of the LLC.
Another of respondent’s experts, Michael J. Barclay
(Barclay), addressed the value of the management authority from a
financial standpoint. Barclay also considered alternative
assumptions about fiduciary duty and concluded that, without a
fiduciary duty from the manager to the LLC, MB Parent, or the MB
Parent common stockholder, the management authority would have a
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