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without providing any explanation, (1) that Alumax actions that
were subject to the director and stockholder class voting re-
quirements were the “most important” type of actions to be taken
by Alumax and (2) that Alumax actions to be taken by the Alumax
board that were not subject to those requirements and that could
not possibly trigger the rights of Mitsui Japan and/or Mitsui USA
under the objectionable action provision were the "least impor-
tant" type of actions to be taken by Alumax.
Certain of the conclusions that Mr. Black reaches in his
reports also are based on internally inconsistent statements.
For example, although Mr. Black proposes that "total voting
power" be measured by analyzing "the full range of actions to be
taken by Alumax and the degree of control Amax and Mitsui had
over those actions", he also proposes that "total voting power"
be measured based on "the voting power in fact exercised by each
class of the shares".
We did not find Mr. Black's reports to be helpful in resolv-
ing the issue presented here under section 1504(a)(1) and amended
section 1504(a), and we do not rely on them in making our find-
ings and reaching our conclusions herein. See Fed. R. Evid. 702.
The Class Voting Requirements
As a result of the stockholder class voting requirement with
respect to the stockholder restricted matters and the director
class voting requirement with respect to the director restricted
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