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Alumax directors were required to vote by class, since that
stockholder class voting requirement gave the Alumax class B
common stock veto power over both the Alumax class C common stock
and the class C directors whom that class C stock elected.
Respondent also urges the Court to examine the impact of the
mandatory dividend provision and the objectionable action provi-
sion in resolving the issue presented under section 1504(a)(1).
That is because, according to respondent, those provisions placed
restrictions on the power of the Alumax board to act on certain
board matters and, consequently, on the voting power of the
Alumax class C common stock, which elected the class C directors
on that board, to participate in the management of Alumax through
those directors.
It is respondent's position that the cumulative effect of
the director class voting requirement, the stockholder class
voting requirement, the mandatory dividend provision, and the
objectionable action provision was to reduce the voting power of
the Alumax class C common stock well below 80 percent for pur-
poses of section 1504(a)(1).
Since both parties rely on essentially the same case law and
rulings to support their divergent positions, it is obvious that
one of the parties is misconstruing them. We conclude that
petitioners are incorrectly interpreting the cases and rulings in
question. The only issue presented in the cases (viz, Erie
Lighting Co. v. Commissioner, 93 F.2d 883 (1st Cir.), revg. 35
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