- 74 -
class voting requirements should be ignored in determining
whether the Alumax class C common stock satisfies the 80-percent
voting power test of section 1504(a)(1) because those require-
ments applied only to a limited number of "extraordinary" or
"highly unusual" matters, and not to the "vast majority" of
"ordinary", "routine", or "day-to-day" matters on which the
Alumax board could, and did, vote during the period at issue.19
According to petitioners, because the restricted matters at issue
involved extraordinary or highly unusual situations, the respec-
tive class votes required by the Alumax board and the Alumax
stockholders on those restricted matters did not "meaningfully
impair the power of the [Alumax] Board, operating through the
Class C Directors, to manage the business and affairs of Peti-
tioner [Alumax]" and, therefore, did not "in any meaningful way"
or "significantly affect the voting power" of the Alumax class C
common stock. Accordingly, petitioners conclude, the required
director and stockholder class voting should be ignored in
19 To support their position that most of the restricted matters
at issue were extraordinary or highly unusual, petitioners point
to how infrequently during the period at issue the Alumax board
voted on any of those matters compared to how often during that
period that board voted on matters that did not require a class
vote. They also point to the significant dollar amounts involved
in most of the restricted matters at issue (e.g., an acquisition
or a disposition of an asset with a book value of at least $36
million and a capital appropriation or an asset disposition
request of $30 million or more) as compared to the much smaller
dollar amounts involved in the matters on which the Alumax board
voted during the period at issue that did not require such a
class vote.
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