- 18 -
compulsion similar to that in Acme Mills. Similarly, in the case
of the Foster trust, Mr. Goetz testified that he was under no
pressure to sell the Huber shares. The sales were made to pay
budgeted obligations of the trust, and selling Huber shares was
just one of the ways to raise the money. Mr. Goetz had other
options to raise the money.
V. E&Y Report
The value set by E&Y was used to set the board’s
compensation and measure the financial performance of Huber.
Huber has retained E&Y since 1993 to prepare an independent
valuation for the different situations that require a valuation
of Huber shares.
Respondent attempts to demonstrate that the E&Y reports were
not reliable by attacking the E&Y reports from several angles in
order to persuade us that the parties were not reasonably
informed about Huber’s worth and thus not “motivated to realize
fair market value for the stock.” First, respondent notes that
the E&Y reports were 11 months old at the time of the Brown
estate transactions and 8 months old at the time of the Foster
trust transactions. Respondent cites subsequent valuation
reports by E&Y indicating that the price per share was increased
by $5.75 and $10.50, respectively. Because of the time lapse,
respondent argues that the sellers lost out on “some increased
profit”.
Page: Previous 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 NextLast modified: May 25, 2011