*2 $135,312, per $169.14 WOOD, Before BAUER Circuit share, $25,- non-voting and his stock at EVANS, Judges, Judge.* District 554.40, or share. The per govern- $18.79 disagreed ment with these valuations after WOOD, Jr., HARLINGTON Circuit audit, an assigned and instead values of Judge. per share and share to the $300 This is a consolidated from the appeal stock, non-voting decedent’s re- judgment jury district court’s entered on a result, As spectively. the estate as- was. awarding Curry verdict the estate of B.L. $199,218.84 sessed an additional in taxes. refund of federal estate taxes increment, payment After of this the es- $209,904.59 plus amount of interest. On tate’s administrative refund efforts were government challenges as error appeal, unavailing, the instant litigation en- in- giving jury district court’s of two sued. objected to by structions trial, Sandford, jury and the failure to tender to the two of At Halsey witness, government’s proffered principal instructions. valued the es- challenges The also district tate’s stock differ- * Evans, Judge by designation. The Honorable Terence T. District Wisconsin, sitting of the Eastern District of two suf- refused possessed even the estate
ently,
though
proffered instructions.
provide
fifty-
it with
ficient
to value
required
would have
first
the com-
percent voting
over
three
same
non-voting stock at the
the decedent’s
ex-
cross-examination,
On
Sandford
pany.
second
his
while the
level as
as-
analysis
this bifurcated
plained
finding
prevented
have
from
two blocks of stocks
sumed
*3
which the estate conced-
value below that
a
the
In order to value
separately.
sold
liquidation.
In addi-
upon
realizable
ed was
testified,
non-voting
Sandford
instructions, the dis-
these
rejecting
tion to
per
posited
hypothetical
first
$125
he
the
over the
jury,
court
instructed
trict
on the dual
trading price based
public
share
find
you
objections,
government’s
“[i]f
earnings
company’s projected
factors
the
and
prosperous
was
plaintiff’s corporation
the
value
going
liquidation
concern and
as
remote,
it was more
idea of liquidating
the
assets,
giv-
emphasis
with
company’s
stronger emphasis on
you
then
should
then
This
figure
to the former.
en
of divi-
earning
payment
and
power
[sic]
non-mar-
to reflect
the
by half
discounted
that,
valuing
the
and
in
dends”
by an
and
ketability
company’s
stock
stock
the effect of the
jury could consider
the exist-
to reflect
percent
additional ten
the com-
restrictions contained in
purchase
in the
restrictions
ence
incorporation.
articles of
pany’s
- of
company’s
incorporation
articles
—dis-
values
The
the differential
accepted
figure
a bottom line
yielded
counts which
non-voting stock
voting
decedent’s
per share.
$56.25
expert,
to
by
testified
shares, Sand-
the 800
valuing
In
judgment
court
entered
accordingly
district
concern
averaged
going
also
their
ford
$209,904.59
estate
in the amount
going
at a
He arrived
liquidation values.
later,
interest.
months
plus
Several
each
by augmenting
concern value
$100
its
award-
judgment
entered
district
by
sixty percent
share’s intrinsic value
costs,
attorney’s
including
ing the estate
factor;
aat
he arrived
premium
control
$39,851.72
fees,
plus statu-
in the amount of
by dis-
liquidation value
per share
government
tory
appeal,
costs. On
twenty-five
counting
net asset
erred in re-
tends that
the district court
ex-
compensate
to
percent
govern-
fusing
to tender to the
were
figures
resultant
penses. The two
instructions,
in
two proffered
ment’s
value for
per
share
averaged
yield $150
tendering
government
which the
those to
$120,000), as
(totalling
shares
the 800
fees to
awarding attorney’s
objected,
in
per share for
contrasted
$56.25
estate.
$76,500).
(totalling
non-voting shares
II.
Sandford,
govern-
In contrast
A. The
Instructions
Equivalency
an
assigned
valuation witness
ment’s main
voting and
the decedent’s
value to
identical
er
government
assigns
The
first
as
(for a total
non-voting
$290.50
shares:
jury,
ror the court’s refusal
instruct
through
$627,480).
was derived
figure
This
requested,
as
the multi-
approach,
earnings multiplier
an
had
control
the decedent
“[b]ecause
review of
upon a
having been based
plier
in valu
you
I instruct
company,
comparable industries.
multiples
market
ing
interest
[decedent’s]
adjusted
was in turn
figure
resultant
The
non-voting
was worth
much
as
capi-
costs,
working
excess
selling
reflect
as the
stock.”
support
share
In
history.
that,
earnings
instruction,
argues
tal and
its
trans
property
also testified
purposes,
witness
for estate tax
should
as the
held
by Sandford
ferred must be valued
decedent
proffered
take
it,
conceivably
it could
attributable
form
minimum value
viewed
transfer,
that,
subsequent
in a
stock.
to the decedent’s
estate,
having
knowledge
hands of the
the absence of
reasonable
of the rele-
to some of the shares
appurtenant
question
vant facts.” Id. The first
for our
value,
not diminish their
of stock would
purposes
proper-
thus becomes whether the
in the decedent’s
voting control still resided
of which the fair
ty
market value is to be
estate,
contrast, argues that
power.
assessed should be viewed as it exists in the
holdings
the decedent’s stock
were more
hands of the
or as it may exist if
properly split
separate voting
into
and non
fortuitously
through
balkanized
a chain of
valuation,
and that
prior
blocks
post-death transactions.
non-voting
possess
stock could
lesser
perspective
We believe that the first
com
single
value even if considered as
ports
fully
more
with the nature of the
In
including
voting counterpart.
bundle
Supreme
estate tax. As the
Court has ex
our view both the law and common sense
plained, the estate tax was not conceived as
compel the conclusion that the fair market
upon
receipt
“a tax
succession and
of bene
value of the
stock in the hands
fits under the law or the will. It was death
of voting
an estate with sufficient shares
*4
distinguished
duties as
from a legacy or
stock to ensure the estate’s control of a
succession tax. What this law taxes is not
cannot be less than the value of
legatees
the interest to which the
and devi
Therefore,
the estate’s
stock.
we
death,
sees succeeded on
but the interest
conclude,
rejecting
government’s
in
by
which ceased
reason of the death.”
struction,
the district court erred as a mat
Davis,
47, 50,
YMCA v.
264 U.S.
44 S.Ct.
prejudice
ter of law to the substantial
291, 292,
(1924).
valuation. ing comprised shares even where both logical tax there is policy, ations of estate block, “The- single noting, simply record proposed sepa- reject reason to proposition for the. support does not contain valuation of rate fair market non-voting shares are sold at a dis non-voting stock. together package when in a count sold sufficient shares to control.” property Once it is determined that as it exists in the hands of the Foundation v. United be valued Ahmanson might (9th Cir.1981). as it exist if subse- F.2d The Ahman estate rather than divided, quently logical impos the court’s error re- son court went on to note the discount, fusing government’s proffered instruc- sibility given of such a the block The sole purchaser’s power fully guard tion becomes clear. reason for the inter assigning non-voting through a lesser value to the ests of his short, in this case is their lack of corporate policy. shares Id.6 In when Second, conclusory argues fashion as to the the estate witness testified Ahmanson hypothetical willing buyer specifically existence of a held that the record did not case, non-voting shares in the instant but he support proposition contain that non- unresponsive government’s query shares are sold at a discount when *6 peculiarly risky to whether such a investment control, conferring package while in of a willing buyer; could in fact ever attract a in- case, the testified in instant witness stead, woodenly the witness asserted that such However, proposition. support of es- this the “exactly you you a is what do when point. evidence on this tate offered no direct ”, buy 258, any or other stock. General Motors .. Tr. witness on cross-examination ex- Its chief differences, eliding the crucial thus noted theory entirely pressed support for this con- infra, publicly-held in the text closely-held corporation. between a and a clusory speculative appeared terms and to premise support misapprehension this on a as to the decedent-focused framework of valua- non-voting 5. Holders of stock in this case also tion, despite government’s repeated the at- enjoy right inspect compa- did not ny’s the to the question however, tempts to educe an answer to the books and records. The point disability argued respected has at no that this could which 60, that framework. See Tr. 254- course, plaintiff, form the basis for a valuation differential. A is not entitled to speculation. inferences which rest on mere attempts distinguish 6. The estate Ahmanson Safety Corp., Equipment Carlson v. American First, grounds. argues, on two the estate in 384, (1st Cir.1976). 528 F.2d 386 shares, Ahmanson controlled all of the Moreover, following colloquy suggests the merely majority, rather than as here. This that, guided appropriate when the fact, however, does not affect the basic Ahman- standard, the estate’s valuation witness con- may properly principle son that no discount logical impossibility ceded the of a discount non-voting attach to shares when considered as non-voting shares: package part of a “with sufficient shares Curry, Bernard L. ... In hands of Q. Ahmanson, 674 at 769. control.” F.2d adversely nonvoting be af- his stock cannot added). (Emphasis It is uncontested here that purpose of he fected for dividends because possession fifty-three percent the estate’s the control, isn’t that correct? owned “give shares was sufficient to trol.” 1430 through government such a sale. The integrated ed of the estate’s
viewed as here the estate con- be, contends that because must the non holdings, they stock stock liquidation value of the ceded that the any stra simply do not suffer voting shares share, ultimately jury but the was $191 To view the matter tegic disadvantage.7 and $56.25 found lesser values $150 an estate to permit otherwise would be to by the estate’s (figures obtained per even a one hundred arbitrarily divide pessi- value and a averaging liquidation into units so cent block of mistic, value), going lower concern of a control small as to avoid the attribution jury as re- court’s failure to instruct unit. We do not think that premium any govern- to the quested prejudice caused so may market value” rule the “fair interest. ment’s parsed. absurdly abstractly argu problem with this The chief sum, district court In we hold that controlling assumption its ment is jury refusing erred in to instruct seller, to whom he sold his inter party or a voting shares held the com est, automatically liquidate could value. equal estate were of decedent’s value, its asset uncon pany to realize found, benefit of without the Since fiduciary duties rigorous strained instruction, differential nearly this controlling possession which attach between the two classes it is true that Indi equity interest. While instruction was court’s failure to interest to ef permits majority ana law prejudicial obviously corporation, see Ind liquidation fect a a new interest and would alone warrant 23-1-6-3, 23-1-7-1(b)(2) ana Code Ann. §§ trial. Gabhart, 1972); 267 Ind. (Burns Gabhart v. Instructions Liquidation B. The Value 370, 345, (1977), it is settled 370 N.E.2d also maintains cause such extraordi power law that refusing district court erred in to tender liq corporate actions as dissolution nary which stated: proffered instruction may not exercised without scru uidation You are instructed that minority loyalty to the interests pulous stock is the minimum Steel, 125 LeBold v. Inland shareholders. controlling interest that the decedent’s (7th Cir.1941); Hagke Von v. Unit F.2d 369 worth, because it is could be (P-H) 1316- 43 A.F.T.R.2d if he realize for himself the amount could Henn, Corpora Law of (E.D.Wis.1979); company. he chose to liquidate Indeed, (2d 1970). the fidu tions ed. § that a rational sell- government argues minority interest is duty owed to the ciary interest, controlling where, here, er in possession greater even his compulsion small, under no to sell held. Dona non-public Co., to sell his stock for an in no case consent 367 Mass. Electrotype hue v. Rodd value; in- (1975). simply amount less than its It would 328 N.E.2d stead, argues, legal the rational error to forbid have been *7 full concluding company’s that liquidate seller himself the stock to from due may not be realizable liquidation than could be obtain- value higher realize a value illogical impermissible appraise as a matter of estate and I didn’t the stock in his hands. A. Ahmanson, pre- your question, policy. I would 674 F.2d But to continue law and See tax correct, sume in his hands. that would at 761. Okay. And in his hands— Q. States, anything against him- 31 A. He wouldn’t do estate cites v. United 7. The Korslin self, saying. (E.D.Wis.1973), (P-H) what we are to but A.F.T.R.2d 1390 added). (emphasis Tr. 254-55 that a lesser valuation tress its contention Finally, arguably even if the estate had permissible, is even when shares presented specific record evidence on this some larger includ are block those shares point, agree the Ahmanson we would with however, is, ing voting distin shares. Korsiin holding finding that a court’s alternative guishable, shares for in that case the the two classes of value differential between minority comprised only 1390. interest. Id. at in a control bundle is shares when situated
1431
change
which the
hands
liquid
property
power
legal
constraints on
buyer
willing
and a
sell
willing
ate.8
between
er,
any compulsion
under
being
neither
has followed
one other court
At least
having
both
reasonable
buy or to sell and
rejecting argu
in
reasoning
precisely this
Treas.Reg.
facts.”
knowledge of relevant
as a
value serves
liquidation
ments that
1(b).
requirement
This
has been
§ 20.2031—
of stock
in valuation
benchmark minimum
by the Internal Rev
interpreted repeatedly
v. United
Hagke
In Von
purposes.
for tax
requiring
the courts as
enue
Service
States,
(E.D.Wis.
(P-H) 1310
43 A.F.T.R.2d
posited
“hypo
as a
willing
seller
liquidation
that a
1979),
court noted
particular plain
seller and not the
in thetical”
result
redemption might
following from
Ruling
Revenue
59-
controlling
seeking recovery.
tiff
consequences
tax
differential
modified
237,
Rev.Rul.
interests,
60,
as enhanced
1959-1
such
C.B.
minority
minority
370;
Bright
Estate
for low-basis
capital gains liability
65-193,
1965-2 C.B.
effects
liquidation
and that
States,
999,
(5th
v. United
658 F.2d
shareholders—
minority
Simmons,
“squeeze-out”
v.
Cir.1981); United States
rise to
which could
consequences
both
Rothgery v.
Cir.1965);
(5th
F.2d
fidu
breach of
lawsuits founded on
vexing
States,
United
(Ct.Cl.
475 F.2d
1317. As a
A.F.T.R.2d at
duty. 43
ciary
short,
relevant considera
1973). In
the sole
result,
government’s
rejected
company
whether the
determining
tion in
minimum,
argument
liquidation-value
for a
as a
liquidated
here should be valued as
are
legal
that
constraints
holding instead
which alternative could be
going concern is
valuation of the
properly considered
re
yield
profit-maximizing
expected
Likewise,
impose
we decline to
stock.9
subjective
intention
Accordingly,
sult.
which
market value
legal minimum on fair
corpo
particular plaintiff
of this
or “idea”
realities.
legal
slights practical
regard
liquidation
to imminent
ration
the omis
To hold
protesting
In addition to
irrelevant to that determination.
is
instruction,
ju
be to command future
sion of its minimum
otherwise would
the district
argues
personal
also
into the thicket of
ries to wade
instructing
court erred in
and non-market
corporate idiosyncrasies
“[i]f
prosper
you
plaintiff’s
find
quest,
part of their valuation
motives as
it was re
liquidating
ous and the idea
damage
uniformity,
to the
doing great
thus
stronger empha
mote,
should
you
then
of tax law ad
stability,
predictability
earning power
payment
sis
Bright
v. United
[sic]
Estate
ministration.
this instruction
agree
dividends.” We
at 1006. It is difficult to
658 F.2d
the rule of fair market
did not conform to
whether
instruction alone
determine
this.
at the
valuation,
given
and should not be
inter
prejudice
created
trial.
new
to amount to reversible error
ests sufficient
this'case, but,
new trial has been
as a
Treasury Regulations
The relevant
define
su-
A.,
set forth in II.
objectively
price
as “the
ordered for reasons
fair market value
legal
assigned
as a
floor for stock valuation
tax
serves
While the estate’s
8.
however,
merely
twenty-five per-
Rothgery,
did reflect a
held
share
cases.
liquidation,”
“expenses
peculiar
its
cent discount for
evidence in that case showed that
suggest
in-
recognized
this discount
evidence did
value could have been
fiduciary
adjustment
cluded an
because the “value of an automobile dealer-
explaining
upon liquidation.
In
straints
corporation,
ship,
as the
relat-
such
discount,
components
the estate’s lead
of this
generally corresponds
value of
ed —and
—to
noted,
got
“You have
to run
witness
Significant-
underlying
assets.”
Id. at
months,
you
are
six
for this
*8
ly,
Rothgery
not address the
court does
going
items that continue.
to have the overhead
impact
fiduciary
possible
economic
adjustment.”
Tr. 225.
made that
We
appear
upon liquidation,
not
and does
straints
constraints
have had the existence
such
Rothgery
government
v. United
has cited
9. The
brought
to its attention.
States,
(U.S.Ct.Cl.1973),
sup
in
pra, we suasive, the new wrongly at the close of for it assumes this instruction proceedings. controlling block stock possession pow- upon confers owner the unfettered Agreement C. The Stock Purchase change. to effect such a But er dramatic Instructions where it has a power, especially such a argues that government finally The impact rights on the non-con- differential instruct for the court to it was error district corporation, trolling shareholders in a close “right of of the existence hedged the constraints of significantly is restric refusaT’-type purchase first stock Steel, duty. v. Inland fiduciary LeBold articles of company’s contained in tion (7th Cir.1941); Hagke Von v. Unit- F.2d 369 valuing could be in incorporation considered (P-H) 1316- A.F.T.R.2d That provided, the stock. restriction (E.D.Wis.1979); Henn, Corpora- Law of wheth- may No shareholder sell his stock (2d tions, 1970). though Even ed. § or Class A er it be common stock prevent duty necessarily such a not any person, common stock to to remove the voting power the exercise offering first corporation firm or without restriction, require may sale purchase for such stock of the full deprived of shareholders classes corpo- event the at book value this alternatively restriction be benefits pur- or make such ration cannot does not It cannot be as- compensated. therefore his may sell then no shareholder chase that, case, the typical in a stock sale sumed corpora- any person, said stock to firm or could exert no downward influ- restriction offering without first said stock tion pack- of a stock upon price ence market pro- purchase for other shareholders age possession control. hold- according respective to their rata may they such ings, proportions or in that, argues even if government The next agree upon, at book value. controlling shareholder could elimi- purchase nate this stock restriction could jury, instructed the The court great so at the restriction expense, do power dispose of The unrestricted still have no effect depressant could stock, highest it to the particularly to sell because, price of at the market the stock bidder, owner- is a material incident of its trial, price time of at which the restric- power this as the ship. When is curtailed purchased to be tion allowed Incorpo- Curry stock the Articles —its its market value book value —exceeded ration, ordinarily market will either the from estate’s or these there is reflect restrictions. While logic of view. economic dic- point Sheer reflecting the exist- no set formula that there would no takers such tates restrictions, those restric- ence of sales offer, argues, a book should you are one of the factors tions purchaser consequently hypothetical val- fair market determining consider not take such a of decedent’s ue. valuing into contingency consideration implication clear of this instruction The the stock. mar- restrictions lower the that these could ket of the stock. price argument, arithmetically ap- This while glance, at first not survive pealing does argues that first that, analysis. fact economic hypothet- was in error because a instruction trial, exceeded the time of book value controlling of the purchaser ical decedent’s rendering thus market value restric- simply remove the sale stock could the threat exercise of the stock majority through the exercise of his tions nugatory, does not provision temporarily no could have voting power, they thus pur- the stock stock. mean that existence of price on the market impact practi- have a provision like would never However, government’s argument, chase purchaser value mini- restrictive effect. A rational cal argument *9 might possi ago the Mr. over five and Curry years of decedent’s stock consider died the date, future book bility question that at a remains unanswered does not might price the stock fall or its market speak “system”. well for the Because the rise, both, making corporation’s trial, thus mandate of this court directs a new it rights exercise of un or shareholders’ their certainly question almost assures that advantag economically provision der will a year remain unanswered for or two well, buyer might A hypothetical case, more. Given the circumstances of this eous.10 then, the value of the stock to discount nature of errors found the ma- contingency. future There account and jority prospect the undesirable of hav- fore, hold, jury we was allowed properly ing to this entire replay production one contingent impact to consider the time, more judgment I dissent from the purchase restriction in its valuation the court. assessment. nutshell, Judge opinion In a Wood’s ana- Attorney’s D. Fees lyzes questioned the four instructions —two Act, Equal
Because the Access to Justice given reject- were and two that were 2412(d)(1)(A), that a provides 28 U.S.C. § ed—and holds: shall fees and costs to a award 1. That the district court did err our “prevailing party,” decision vacate refusing give re- judgment the district court also necessitates quested regarding liquidation instruction our reversal of court’s award of fees value of Curry stock. estate. and costs to the 2. That the district court did not err when jury it instructed the that the exist- CONCLUSION ence of a (a restriction reasons, judgment For the foregoing “right refusal”) of first could be con- vacated, of the district court is hereby valuing sidered in the stock. and award of fees costs to the estate is 3. That the district court erred when reversed, hereby case is and the remanded it it put stronger told the should a new trial. emphasis the company’s earning power on pay if it ability to dividends conclud- Vacated And Reversed. prosperous the business was EVANS, Judge, T. of liquidating TERENCE District chances it remote. dissenting. 4. That the district court erred when refused to instruct that Mr. government, having on all lost fronts Curry’s stock were below, argues appeal on this dis- equal because, worth at the time of his giving trict court erred in instructions two death, he had the com- appellee refusing offered and in pany. two others it itself offered. It also claims that district court erred in Thus, majority has concluded that the $39,851.72 awarding attorney’s fees to right district court was both wrong appellee Equal pursuant Access questioned the four It proper- instructions. Act, to Justice 28 U.S.C. § one, ly one, refused properly gave improper- ly The entire in this centers on dispute improperly gave case refused one one. on, the value of As simple question: wrong only one, one What was to the two it was Curry equivalency the stock that Bernard L. owned in failure to instruc- Sons, Inc., tions, B.L. when he died on to be Curry prejudicial & deemed error re- at the 85? ease age quiring October That be retried. government’s perspective, placed per $290.50 10. Viewed from a value share on the just this reversal the relative size of book and over while book market values could not at trial have been share. unlikely. considered at all *10 Curry voting of the value the Judge quarrel no with Wood’s I have questioned the four eloquent per discussion of was share. He then aver- stock $191 him only I with part company instructions. the aged “going “liquida- the concern” and trial. His ordering a new on the mandate to ar- computed tion” values for the stock decision, *11 find, law, I would as a matter
government’s position “substantially
justified”. I Accordingly, would reverse award fees. I would attorney’s Eschbach, Judge, Circuit filed a concur- position maintain that because valua- ring opinion. small, tion of stock in a held corpora- Posner, Judge, Circuit filed a dissent- tion is an issue can be resolved ing opinion. precision. Many judgmen- arithmetic
tal factors brought must bear on
question. goes is a point, It without
saying, which reasonable minds can upon
disagree. “substantially
justified” litigating an issue in such most
any including case this one. VAIL, Plaintiff-Appellee,
Jesse A.
v.
BOARD OF OF EDUCATION UN PARIS 95,
ION SCHOOL Ter DISTRICT NO. Parks,
rance Charles R. Fox C. and Ber Rinehart, Defendants-Appellants. nie
No. 82-1202. States of Appeals,
United Court
Seventh Circuit.
Argued Nov. 1982. April
Decided notes “Since the page at that per value of share for rive at a final $150 in- found, the benefit this jury without stock. I do not Curry’s voting 800 shares be- struction, nearly a differential $100 the give request- that failure to believe the the court’s tween the two classes impacts on this instruction equivalency obviously instruction was give failure to the testimony. portion of Sandford’s the interest government’s to prejudicial “no”, I that would answer question, real one I agree new would warrant a trial.” alone to the requested is the failure whether give the to decline to that it was error the the caused to value instruction instruction, but I be- requested equivalency too low a nonvoting price. stock at corrected without lieve the error can be Judge “nearly differential” that $100 new ordering a trial. is, logi- my judgment, Wood mentions supports in the record Abundant evidence the the traceable to direct action of cally voting that the stock the estate’s contention government as it is the failure to Halsey a per had value share. $150 instruction. On requested equivalency the Sandford, primary the Curry’s return filed for the tax witness, there was no testified that since at the stock executor valued $169.14 company’s market for the stock established stock nonvoting and the per $18.79 share traded), not he valued (which publicly was audit, the determined per share. On IRS primary basis of two Curry’s stock the Curry’s voting stock was the value of factors, earning power of projected i.e.—the his and the value of nonvot- per share $440 concern, going Why ing per was share. is it stock $300 assets— company’s liquidated value of cause of the logical to conclude company’s emphasis given with here, is nearly differential” “... $100 testi- potential earning power. Sandford basket, rather than in the that, upon comparison fied based Sons, interesting is note While it history B.L. instructions? earnings Curry Inc., comparable, publicly government’s position those of on audit with opinion it was companies, traded his (different nonvoting for values approxi- would for stock sell company’s shares) argument is not with the consistent per if traded. mately publicly share makes, $125 but pass inconsistency it I now figure by per- He then discounted that invited the position may that its have note marketability to reflect the lack .cent reached. result intrinsic to arrive at an company’s stock here, trial I than order new Rather per share. of $62.50 law, i.e., find as matter of Ahman- would value, per To the share intrinsic $62.50 decision, son, supra, and this court’s premi- percent added a 60 Sandford nonvoting Curry’s the value at a ($37.50 share) per- to arrive per um basis of this was the same. On the share value $100 record, is value of the it clear that approach”. business upon “going based found to nonvoting stock should have been Next, analyzed the Sandford share, value found for per the same $150 testified that stock. He I re- Accordingly, stock. company, value of the assets of the net with mand the case to district ex- allowing projected liquidation after modify judgment instructions $1,531,000 (or penses, about opinion. sistent this share) death. He Curry’s on the date of followed, the approach to be Were percent this value further discounted a close although arguably, estate liq- risks involved in compensate party” question, “prevailing still he concluded that Accordingly, uidation. Thus, the case. of the award propriety of attorney’s ripe fees would be for review. I I Were to review that issue would assume that the estate was the but prevailing party