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tive director and stockholder class votes required on the re-
stricted matters at issue as they were presented on brief by
petitioners, even though certain of those arguments address only
the director class voting requirement, and not the stockholder
class voting requirement. See supra note 13.
Petitioners contend that the 50-percent voting power of the
class B directors and, consequently, of the Alumax class B common
stock on the restricted matters at issue did not reduce the
voting power of the Alumax class C common stock for purposes of
section 1504(a)(1) "any more than the power of preferred stock in
Erie Lighting [Co. v. Commissioner, 93 F.2d 883] to vote on a
much larger group of matters transformed that preferred [stock]
into voting stock." We disagree.
We find significant distinctions between the restricted
matters at issue and the matters on which the preferred stock-
holders in Erie Lighting Co. v. Commissioner, supra, had the
right to vote. In Erie Lighting Co., the preferred stockholders
had the right to vote on certain matters (e.g., increases or
reductions of capital stock of ELC, increases in its capital
indebtedness, the number of directors serving on ELC's board of
directors, the place of its principal office, and the time of its
stockholder meetings) that the court found were "matters usually
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