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reserved to the stockholders",18 as distinguished from the man-
agement matters that the court found were entrusted to the board
of directors of ELC. Erie Lighting Co. v. Commissioner, supra at
885. In deciding whether the preferred stock in Erie Lighting
Co. was voting stock or nonvoting stock for purposes of the
consolidation provisions involved there, the court found that
distinction to be significant. The court stated that:
matters usually reserved to the stockholders * * * [on
which the preferred stockholders had the right to vote]
are not a basis for holding that two corporations do
business as a single unit, or that the preferred stock-
holders control the management of the business enter-
prise. That is left [in the Erie Lighting Co. case] to
the board of directors. [Id.]
In contrast to the matters "usually reserved to the stockholders"
on which the preferred stockholders had the right to vote in Erie
Lighting Co. v. Commissioner, supra, in the instant case, respon-
dent contends, and petitioners do not dispute, that the re-
stricted matters at issue on which the Alumax board and the
Alumax stockholders, respectively, were required to vote by class
were Alumax board management matters on which under Delaware law
the Alumax board was required to vote, but on which the vote or
approval of the Alumax stockholders was not required under
Delaware law, although it was required by the 1984 restated
certificate of incorporation.
Petitioners also contend that the director and stockholder
18 See supra note 16.
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