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expert reports. See Helvering v. Natl. Grocery Co., 304 U.S. 282
(1938).
Comparison of Experts’ Appraisal
In this case, the experts focused primarily on four general
valuation methods to estimate the fair market value of the
estate’s 3,601,267 Reliance shares: (1) A secondary public
offering of the estate’s Reliance shares, (2) a private placement
with a third party or a sale under SEC Rule 144A (hereafter
private placement), (3) a Reliance repurchase, and (4) open
market public sales subject to the SEC Rule 144 sales restriction
(dribble out).
Secondary Public Offering and Private Placement
Kimball and Nunes testified that for business reasons
Reliance probably would not have approved a secondary public
offering in which the estate’s Reliance shares would be sold.
Range also acknowledged that a secondary public offering might be
unrealistic.
We agree with the experts that as of the valuation date
Reliance probably would not have approved a secondary public
offering of the estate’s Reliance shares. Among other things, in
order to conduct a secondary public offering of the estate’s
Reliance shares, Reliance would have been required, in violation
of a confidentiality agreement, to disclose to the public the
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