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[petitioner], I believe that the average compensation
received by Mr. Wechsler over the eight-year period,
$4,752,721, is justified and reasonable based on
industry standards and taking into consideration the
full scope of Mr. Wechsler’s responsibilities, and his
integral involvement in the financial profitability of
the Company.
Mr. Dorf did not perform an analysis of whether a
hypothetical independent investor would have been satisfied with
the rate of return on that investor’s investment in petitioner.
He did, however, testify that, while petitioner’s other officer-
shareholders Mr. Glickman, Mr. Zeeman (and Mr. Zeeman’s estate),
and Mr. Solomon were not independent investors as such, they had
done well on their respective investments in petitioner’s common
stock when they sold their shares back to petitioner in August
1997 or November 1999. He acknowledged that their shares were
not valued at market prices but essentially had been valued under
a formula prescribed by an agreement between each of them and
petitioner. See further discussion of this point infra note 11.
With respect to the approach of petitioner’s first expert,
Mr. Matthews, Mr. Dorf testified that Mr. Matthews’s approach in
drawing an analogy between petitioner and 27 larger (some
substantially larger) companies was unreliable because of the
disparity in size between the subject company (petitioner) and
the comparables selected by Mr. Matthews. Mr. Dorf explained
that, in selecting comparable companies, he seeks companies that
range from 50 percent to 200 percent the size of the subject
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