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The case describes a controversy between an estate and the Internal Revenue Service regarding the fair market value of the decedent''s interest in a closely -held corporation. It is appropriate for advanced business students (graduate or undergraduate) already familiar with accounting and financial concepts. It could be used in a second corporation finance or investment class to demonstrate the difference methods used to access corporate value. The case challenges students to reconcile a conflict. It has application potential in countries in privatization efforts, such as all Central and Eastern countries. There is a Dos-format Excel interactive spreadsheet to support this case (194-038-0).