- 68 - 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,Page: Previous 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 Next
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