- 62 -
matters to be divided equally between the class B directors and
the class C directors, not that that requirement impaired the
Alumax board's power to manage the business and affairs of
Alumax. Moreover, it is not respondent's position that the
stockholder class voting requirement, the mandatory dividend
provision, and the objectionable action provision completely
prevented the Alumax board from managing the business and affairs
of Alumax; rather, it is respondent's position that the Alumax
board's power to manage any matter that was subject to that
requirement and those provisions was restricted.
We found certain of Mr. Balotti's opinions to be qualified
in material respects. To illustrate, Mr. Balotti concedes that
the Alumax board's power was impaired by the director and stock-
holder class voting requirements, the mandatory dividend provi-
sion, and the objectionable action provision, albeit, in his
opinion, not "significantly". By way of further illustration,
Mr. Balotti qualifies his opinion relating to the voting power of
the class C directors by stating that those directors "generally"
had 80 percent of the voting power of the Alumax board and by
concluding that in "most" circumstances the class C directors
could effectuate their will if they chose to do so. Mr. Balotti
thus acknowledges, as he must on the facts presented in this
case, that the class C directors could not cast 80 percent of the
votes entitled to be cast by the Alumax board on all matters that
Page: Previous 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 NextLast modified: May 25, 2011