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matters, each of the two classes of Alumax stock (viz, the Alumax
class B common stock and the Alumax class C common stock),
directly and indirectly through the respective directors whom
each class elected (viz, the class B directors and the class C
directors, respectively), had 50-percent voting power as to any
of those restricted matters. That is because each class had the
power to cast 50 percent of the votes entitled to be cast on any
such matter. (We shall sometimes refer collectively to the
stockholder restricted matters and the director restricted
matters as the restricted matters.)
Respondent generally contends that the director and stock-
holder class voting requirements as to each of the six restricted
matters affected the voting power of the Alumax class C common
stock for purposes of section 1504(a)(1). However, in advancing
specific arguments in support of that contention, respondent
addresses only certain restricted matters that respondent claims,
and petitioners do not dispute, were (1) the types of matters
relating to the business and affairs of Alumax which under
Delaware law were to be managed by or under the direction of the
Alumax board except as provided in the 1984 restated certificate
of incorporation (Alumax board management matters); (2) matters
on which under Delaware law and the 1984 restated certificate of
incorporation the Alumax board was required to vote, and under
that certificate that vote was required to be a class vote of the
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