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transferred to Times Mirror. Additionally, petitioner’s
criticism of respondent’s experts’ valuation applies equally to
petitioner’s valuation, i.e., petitioner’s experts ignore
relevant facts concerning the property to be valued.
We do not need to reach any judgment about the fiduciary
obligations that may or may not exist under Delaware law. It is
enough to observe that there is uncertainty on that subject,
which uncertainty affects value. See Estate of Newhouse v.
Commissioner, 94 T.C. 193, 231-233 (1990). We need not determine
actual value of the MB Parent common stock, only proportionate
value, i.e., whether the stock represents 80 percent of the total
consideration paid by Reed. It is possible to engage in
interminable arguments about the reports of the various experts
presented by the parties in this case. To do so, however, would
serve no useful purpose, because it would not affect the
commonsense conclusions that (1) the MB Parent common stock
cannot be isolated and treated as the sole consideration
transferred to TMD for its divestiture of Bender and (2) the
common stock of MB Parent, objectively, had a value less than
$1.1 billion and less than 80 percent of the $1.375 billion paid
by Reed.
Pertinent Precedents
Respondent invites us to adopt a broad-based approach and
apply the “spirit” of the reorganization provisions in order to
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