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deciding the issue presented under section 1504(a)(1).20
Initially, we note that, to the extent that it is petition-
ers' position that it is the actual exercise of voting power
which controls the question presented to us under section
1504(a)(1) and amended section 1504(a)(1)(B) and (2)(A), we
disagree. It is the legal right to exercise voting power that is
determinative under those provisions. See Atlantic City Elec.
Co. v. Commissioner, 288 U.S. 152, 153-154 (1933); Handy & Harman
v. Burnet, 284 U.S. 136, 141 (1931); Rudolph Wurlitzer Co. v.
Commissioner, 81 F.2d at 974.
Furthermore, even if the restricted matters at issue on
which the Alumax board and the Alumax stockholders had the power
to vote by class were, as petitioners claim, extraordinary or
highly unusual, those matters, like the ordinary or day-to-day
20 The reasons advanced by petitioners (as well as their expert)
for ignoring the director and stockholder class voting required
on the restricted matters at issue (and for ignoring the manda-
tory dividend provision and the objectionable action provision
discussed below) in resolving the question presented under sec.
1504(a)(1) and amended sec. 1504(a) are based on certain qualita-
tive and/or quantitative judgments that they (as well as their
expert) have made about those matters. In making those judg-
ments, petitioners have done precisely what they argue "all
judicial and administrative authorities" preclude us from doing
in deciding that issue. Petitioners seek to impose their judg-
ments on this Court and criticize respondent for asking this
Court to make its own judgments about the impact of the director
and stockholder class voting requirements (as well as the manda-
tory dividend provision and the objectionable action provision)
on the resolution of the issue before us under sec. 1504(a)(1).
We, of course, are not bound by petitioners', or respondent's,
judgments.
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