Alumax Inc. and Consolidated Subsidiaries - Page 76

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          stock.  The analysis that he used in reaching that conclusion               
          involved the following three steps:  (1) A division into four               
          categories of the range of actions that could be taken by Alumax;           
          (2) a determination of the "relative importance" of each such               
          class of actions; and (3) a determination of the degree of                  
          "control" exercised by the Amax group stockholders and the                  
          Mitsui/Nippon group stockholders over each such class of actions.           
          Mr. Black does not define or explain in his reports certain key             
          components of that analysis, such as his definition of "control".           
          In fact, he uses the term "control", as well as the terms "total            
          voting power", "voting power", "effective voting power", "effec-            
          tive control", "voting control", and "relative voting power",               
          without giving any of those terms a defined meaning; at times he            
          uses them as though they have the same meaning, and at other                
          times he uses them as though they have different meanings.                  
               Assuming arguendo that Mr. Black's analysis were the proper            
          analysis to be applied in determining whether the Alumax class C            
          common stock satisfied the 80-percent voting power test of                  
          section 1504(a)(1) and amended section 1504(a)(1)(B) and (2)(B),            
          we nonetheless would not find that analysis useful in making that           
          determination.  That is because some of the key steps in Mr.                
          Black's analysis require that he make qualitative judgments, but            
          at times he does not explain the bases for those judgments.  See            
          Rule 143(f)(1).  By way of illustration, Mr. Black concludes,               






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