- 63 -
were submitted to it and that the power of the Alumax board was
"impaired", albeit, in his opinion, such impairment was not
"significant".
We also found certain of Mr. Balotti's opinions to be
internally inconsistent in material respects and/or to have been
reached by disregarding certain material facts to which the
parties have stipulated. To illustrate, although Mr. Balotti
qualifiedly concludes that the director class voting requirement,
the stockholder class voting requirement, the mandatory dividend
provision, and the objectionable action provision did not "sig-
nificantly" impair the power of the Alumax board to manage the
business and affairs of Alumax or the exercise of such power, he
nonetheless concludes unqualifiedly that the Alumax board managed
the business and affairs of Alumax. By way of further illustra-
tion, although Mr. Balotti qualifiedly concludes that the class C
directors "generally" had 80 percent of the voting power of the
Alumax board and refers to the director class voting requirement
and the stockholder class voting requirement as "limitations on
the exercise of majority power by Amax", he nonetheless concludes
unqualifiedly that the class C directors had the right to, and
did exercise, 80 percent of the voting power of the Alumax board.
It is also noteworthy that Mr. Balotti's opinions appear to
have been based in large part on his view that the limitations on
the Alumax board resulting from the director and stockholder
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