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class voting requirements, the mandatory dividend provision, and
the objectionable action provision are "similar" to the restric-
tions that are "commonly" imposed on the boards of directors of
other Delaware corporations "having analogous investor profiles"
in order to protect the interests of minority stockholders of
those corporations. In a number of instances, Mr. Balotti's
reports do not disclose sufficient facts and data for us to be
satisfied that the boards of other Delaware corporations that do,
in fact, have investor profiles analogous to that of Alumax are,
in fact, commonly limited by all of the restrictions involved in
this case or by restrictions that are, in fact, similar to all of
those restrictions.17 See Rule 143(f)(1).
17 Indeed, to the extent that Mr. Balotti's reports do disclose
some facts describing what he concludes are restrictions that are
"similar" to the director and stockholder class voting require-
ments involved here, we disagree that such restrictions are
similar. By way of illustration, Mr. Balotti states that the
director and stockholder class voting requirements with respect
to all of the restricted matters presented here are comparable to
voting rights that are given to minority stockholders on events
such as a merger, an amendment to the certificate of incorpora-
tion, a sale of substantially all the assets of a corporation,
and a dissolution of a corporation. However, minority stockhold-
ers have voting rights on all of the matters mentioned by Mr.
Balotti because State law gives them such rights. See 2 Fletcher
Cyclopedia of Corporations, secs. 542, 544, 545, 546 (perm. ed.
1990 rev.). None of those matters relates to the management of
corporate business and affairs which are entrusted to its board
of directors under the applicable State law and on which the vote
or approval of the stockholders is not required by that law. In
contrast, most of the restricted matters on which the Alumax
directors and stockholders, respectively, were required to vote
by class were the types of matters relating to the management of
the business and affairs of Alumax that were entrusted under
(continued...)
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