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rules in IRC � 1504 and related regulations were intended to en-
sure that the enterprises that are eligible for consolidation are
operated as a single 'business unit' and that this "purpose was
not achieved by Amax and Alumax between 1984 and 1986". By way
of further illustration, Mr. Black concludes that the analysis
that he, as a corporate lawyer, applies in reaching his conclu-
sions relating to the "total voting power" of the Alumax class C
common stock is the analysis that should be applied in interpret-
ing "total voting power" under section 1504. He also opines that
under section 1504: (1) Generally, "the holder of 51% of the
voting power of a corporation's shares has (almost) 100% control
over the corporation's actions, both at the management/board of
directors level and at the shareholder level"; (2) where a class
of stockholders may elect 75 percent of the members of a com-
pany's board of directors, they have "close to 100% effective
voting power because those directors completely controlled * * *
the decisions * * * [of the] board" and do not have "less than
80% * * * voting power merely because they elected only 75% of *
* * [the] board"; and (3) "Amax had 80% voting control, and thus
(almost) 100% effective control," over certain actions that were
taken by Alumax.
Mr. Black further opines that the Alumax class C common
stock possessed slightly more than 50 percent, but less than 80
percent, of the "total voting power" of all classes of Alumax
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