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ing to petitioners, all the pertinent cases and rulings (1) re-
ject any "argument that a preferential right to dividends [like
that which petitioners maintain was granted by the mandatory
dividend provision] gives the holders of the stock some of the
'voting power' of the stock not entitled to that preference" and
(2) determined voting power
on the basis of actual voting power at the time of
measurement, and * * * any possibility that voting
power might change as a result of an event, such as the
conversion of non-voting stock into voting stock or a
purchase or redemption of stock [like that which peti-
tioners contend might occur under the objectionable
action provision], even if scheduled to occur, was
irrelevant [under those cases and rulings]. * * *
Petitioners further argue, in the alternative, that even if
the Court were to consider the director and stockholder class
voting requirements, the mandatory dividend provision, and the
objectionable action provision in resolving the issue presented
under section 1504(a)(1), the voting power of the Alumax class C
common stock would not be reduced below the 80-percent voting
power which petitioners contend that stock possessed. That is
because, according to petitioners, those requirements and provi-
sions did not "meaningfully impair the power of the [Alumax]
Board, operating through the Class C Directors, to manage the
business and affairs of Petitioner [Alumax]."
Respondent counters that at all relevant times the Alumax
class C common stock did not possess at least 80 percent of the
voting power of all classes of Alumax stock within the meaning of
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