Alumax Inc. and Consolidated Subsidiaries - Page 54

                                       - 46 -                                         
          ated group that had Amax as its common parent.  Nor are we                  
          suggesting that petitioners have carried their burden of showing            
          that they satisfy the 80-percent value test of amended section              
          1504(a)(1)(B) and (2)(B).  To the contrary, on the record before            
          us, we find that they have not.                                             
               The dispute as framed by the parties is whether the Alumax             
          class C common stock owned by the Amax group stockholders pos-              
          sessed "at least 80 percent of the voting power of all classes of           
          stock" of Alumax within the meaning of section 1504(a)(1).11                
               It is petitioners' position that at all relevant times the             
          Alumax class C common stock possessed 80 percent of the voting              
          power of all classes of Alumax stock within the meaning of                  
          section 1504(a)(1).  It is significant to our resolution of the             
          question presented under section 1504(a)(1) and amended section             
          1504(a) that petitioners do not contend that that stock possessed           
          more than 80 percent of the voting power of all classes of Alumax           
          stock.  Petitioners argue that "all judicial and administrative             





          11   Each party, and in particular petitioners, appears to have             
          misconstrued in material respects the arguments on brief of the             
          opposing party on the issue under sec. 1504(a)(1).  As a result,            
          the briefs, and in particular petitioners' briefs, often address            
          arguments and contentions that we do not believe are even being             
          advanced by the opposing party.  In any event, we shall resolve             
          the issue presented to us under sec. 1504(a)(1) and amended sec.            
          1504(a) by following the path mandated by the facts established             
          by the record and the applicable law.                                       





Page:  Previous  36  37  38  39  40  41  42  43  44  45  46  47  48  49  50  51  52  53  54  55  Next

Last modified: May 25, 2011