- 59 -
Based on our examination of Erie Lighting Co. v. Commis-
sioner, supra, and other pertinent authorities, we conclude that,
in the present case, we are not precluded from examining the
impact, if any, of the respective director and stockholder class
voting requirements, the mandatory dividend provision, and the
objectionable action provision on the power of the Alumax class C
common stock to participate in the management of Alumax, directly
and/or indirectly through the class C directors whom that stock
elected, and, therefore, on the voting power of that stock for
1984 for purposes of section 1504(a)(1) and for 1985 and 1986 for
purposes of amended section 1504(a)(1)(B) and (2)(A). See Erie
Lighting Co. v. Commissioner, supra; see also Rev. Rul. 69-126,
supra; I.T. 3896, supra.
Before turning to an examination of those matters, we shall
set forth our views about the experts on whom the parties rely.
Petitioners rely on the opinions of R. Franklin Balotti (Mr.
Balotti) who is qualified as an expert on the general corporation
law of the State of Delaware and on the corporate governance and
capital structure of Delaware corporations and business organiza-
tions and who prepared an opening report and a rebuttal report
(collectively referred to as Mr. Balotti's reports). Respondent
relies on the opinion of Bernard S. Black (Mr. Black) who is
qualified as an expert on corporate law, mergers and acquisi-
tions, and corporate finance and who also prepared an opening
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