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The Class C stock owned by the Amax Group entitled the
Amax Group to elect four directors who could cast 8 out
of 10 votes cast on matters put to the Board. The Amax
Group, therefore, had 80 percent of the "voting power"
of the stock of Petitioner.
In reaching the foregoing conclusions about the voting power
of the class C directors and the Alumax class C common stock that
elected those directors, petitioners must, and do, carve out an
exception to the application of their mechanical test. Instead
of assigning to the Alumax class C common stock, as their mechan-
ical test would require, the voting power of the class C direc-
tors on all matters on which the Alumax board was to vote,
petitioners assign to that stock the voting power of those
directors only on the director nonrestricted matters on which the
Alumax board voted in the aggregate, and not by class. Petition-
ers thus ignore the reduced voting power of the class C directors
and the increased voting power of the class B directors on the
director restricted matters that required a class vote, and
consequently a 50/50 vote, by the class C directors who were
elected by the Amax group stockholders and by the class B direc-
tors who were elected by the Mitsui/Nippon group stockholders.13
13 Petitioners also disregard the voting power of the Alumax
class B common stock and the Alumax class C common stock on the
stockholder restricted matters, which are identical to the
director restricted matters and on which a class vote was re-
quired by each of those two classes of stock. Indeed, petition-
ers do not even refer to that stockholder class voting require-
ment in advancing their arguments under sec. 1504(a)(1) in their
opening brief. It is only in their reply brief that petitioners
(continued...)
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