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impropriety” in the Brown estate transaction because Mr. Seely
and his children were beneficiaries of trusts that purchased a
portion of the shares. However, Mr. Seely credibly testified
that he had no knowledge that there were shares being purchased
for these trusts since his contact was with the trustee, who was
also the trustee of various other trusts and who did not identify
the particular trust for which he was buying the shares. In
addition, those particular transactions make up just 1,236 shares
of the over 52,000 shares of the Brown estate shares that were
sold at the E&Y price. We have already indicated that many of
those sales took place between parties who had no reason to
accept a price that was artificially low. In the case of the
Brown estate, Mr. Seely also sold shares to the husband of his
second cousin at the E&Y price. Mr. Seely testified that he
rarely saw the distantly related buyer and was not particularly
close to him. Therefore, Mr. Seely had no reason to offer the
shares to anyone at a bargain price. Indeed, Mr. Seely had every
reason to sell the stock at a fair price because as coexecutor of
the estate he had a fiduciary duty to the estate’s beneficiaries
to do so. Similarly, Mr. Goetz testified that he absolutely
understood that he was acting as a fiduciary of the Foster trust
in selling the shares.
We therefore conclude that the existence of close family
relationships between parties of some of the 90 sales
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