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business matters on which the Alumax board had the power to vote
in the aggregate, and not by class, were nonetheless Alumax board
management matters on which under Delaware law the Alumax board
was to vote, but on which the vote or approval of the Alumax
stockholders, although required by the 1984 restated certificate
of incorporation, was not required under Delaware law.
With respect to petitioners' claim that most of the re-
stricted matters at issue were unusual in that they involved
significant dollar amounts, we agree. However, that fact does
not aid petitioners' position under section 1504(a); it only
serves to emphasize that those matters, as well as the election,
selection, or dismissal of the Alumax CEO/president, were signif-
icant, important Alumax board management matters on which the
Alumax board and the Alumax stockholders, respectively, had the
right to vote by class.21
21 It is also significant that during the period Jan. 1 through
Mar. 8, 1984, which was prior to the date (viz, Mar. 9, 1984) on
which Alumax filed the 1984 restated certificate of incorporation
with Delaware but after the date (viz, Jan. 1, 1984) on which
that certificate, once filed, was to be effective, the 1974
restated certificate of incorporation required that any action by
the Alumax board be by an affirmative class vote of the voting
members of that board who were elected by the class A common
stock and the voting members of that board who were elected by
the class B common stock, who were present and voting. In
addition, during that same period, any action of the Alumax
stockholders required an affirmative class vote of a majority of
the outstanding shares of each of the two classes of Alumax
common stock. Not only were the Alumax board and the Alumax
stockholders required to vote, respectively, by class during the
period in 1984 preceding Mar. 9, 1984, the date on which Alumax
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