McLoon, Morse Bros., and T-M Oil Companies were closely held companies entirely owned by members of the
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McLoon, Morse Bros., and T-M Oil Companies were closely held companies entirely owned by members of the Pescosolido family, under the leadership of Carl Pescosolido, Sr. His sons, Carl Jr., and Richard, each held shares in McLoon, Morse Bros., and T-M. Together, their shares constituted 50 percent of the McLoon and Morse Bros. common stock and 14.3 percent of the T-M common stock. Carl, Sr., proposed to merge all of the family-held companies into Lido Inc., over which he would exercise sole voting control. Carl, Jr., and Richard dissented in writing to the proposed merger. The parties executed a merger agreement in which the dissenters expressly preserved their statutory appraisal rights. The dissenters individually wrote to each of the three companies of which they were shareholders and requested payment for their shares. Lido responded by offering each dissenter an amount that both dissenters rejected. The dissenters filed a suit for valuation of their stock in all three companies.
The referee held that the fair value of each dissenter’s stock was his proportionate share of the full value of each company, as determined from the expert testimony. The fair value thus determined was 2.6 times the amount that Lido had offered. Explain whether the court should accept the referee’s report.
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