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interest, the value of which was otherwise uncertain and subject
to substantial litigation hazards. Because of the circumstances
of the conservatorship, the 1994 Agreement could not be
consummated, leaving decedent's net worth exposed to risk that
the conservator did not consider prudent. The $118 price reached
in the 1994 Agreement and carried over into the 1995 FSA, which
approximated 1.25 times book value, was agreed to by the
conservator after receiving professional advice that it was a
fair price. In reaching that price term in the 1994 Agreement
and 1995 FSA, the conservator also had to take into consideration
the litigation hazards of a protracted dispute with FABG, as
noted above.
Moreover, the prospective heirs other than Rod also agreed
to the price in the 1995 FSA. Theirs was an arm's-length
decision. To the extent the price in the 1995 FSA undervalued
decedent's FABG stock, the prospective heirs other than Rod were
thereby penalized and Rod rewarded; that is, Rod would receive a
larger number of FABG shares pursuant to the initial bequest
under which he was to receive FABG stock equal to one-half the
value of decedent's farm land, and the other prospective heirs
would be paid less for the FABG stock they received as part of
the residual estate but were required to sell to Rod at the 1995
FSA price. These were siblings (including a deceased sibling's
adult children) who had a history of acrimonious disputes over
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