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Alumax class B directors and the Alumax class C directors; and
(3) matters on which under the 1984 restated certificate of
incorporation but not under Delaware law the Alumax stockholders
were required to vote, and under that certificate that vote was
to be a class vote of the Alumax class B common stock and the
Alumax class C stock. The restricted matters specifically
addressed by respondent are: (1) Mergers of Alumax that would
not cause Alumax as the acquiring corporation to increase its
outstanding stock by more than 20 percent; (2)(a) Alumax' acqui-
sition of a material asset (i.e., an asset with a net book value
of at least 5 percent of Alumax' net worth, viz, at least $36
million) or (b) a capital appropriation by Alumax of $30 million
or more (viz, 1.8 percent of its total assets); (3)(a) Alumax'
disposition of such a material asset or (b) an asset disposition
request of Alumax of $30 million or more, neither of which would
constitute a sale, lease, or exchange of "all or substantially
all" of its assets; and (4) the election, selection, or dismissal
of the Alumax CEO/president. Since respondent addresses only the
foregoing restricted matters, petitioners limit their arguments
to those matters in their reply brief. We also shall address
only those restricted matters (restricted matters at issue) in
resolving the issue presented under section 1504(a)(1) and
amended section 1504(a). In this connection, we shall restate
petitioners' arguments under section 1504(a)(1) about the respec-
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