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engineering, and construction fields. On February 27, 1980,
Mitsui Japan sold 175 of the 225 shares of the class B common
stock that it held to its wholly owned subsidiary Mitsui & Co.
(U.S.A.), Inc. (Mitsui USA), a New York corporation that con-
ducted Mitsui Japan's principal trading activities in the United
States. (We shall sometimes refer collectively to Mitsui Japan
and Mitsui USA as the Mitsui group or as the Mitsui group stock-
holders.)
The 1984 Restructuring of Alumax
On March 9, 1984, Alumax filed with the Delaware Secretary
of State a restated certificate of incorporation (1984 restated
certificate of incorporation) that was effective as of January 1,
1984 (1984 restructuring). Also on March 9, 1984, Alumax and its
stockholders executed a stockholders agreement that also was
effective as of January 1, 1984 (1984 stockholders agreement) and
that contained certain of the provisions that were contained in
the 1984 restated certificate of incorporation. Unless otherwise
indicated, the 1984 restated certificate of incorporation ef-
fected, inter alia, the following.
Alumax was authorized to issue (1) 250 shares of class A
common stock (Alumax class A common stock) that had a par value
of $100 a share, (2) 250 shares of class B common stock (Alumax
class B common stock) that had a par value of $100 a share, and
(3) 250 shares of class C common stock (Alumax class C common
stock) that had a par value of $100 a share. However, no share
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