- 77 -
Petitioners advance additional arguments with respect to
certain of the restricted matters at issue in order to support
their position that the respective class votes required by the
Alumax board and the Alumax stockholders on those matters did not
"significantly affect the voting power" of the Alumax class C
common stock and, therefore, should be ignored in resolving the
issue presented under section 1504(a)(1). With respect to the
restricted matter at issue relating to a merger of Alumax that
would not cause Alumax as the acquiring corporation to increase
its outstanding stock by more than 20 percent, petitioners claim
that various rulings (e.g., I.T. 3896, 1948-1 C.B. 72; Priv. Ltr.
Rul. 90-26-047 (Mar. 30, 1990); Priv. Ltr. Rul. 87-53-005 (Sept.
30, 1987); Priv. Ltr. Rul. 83-49-048 (Sept. 2, 1983)) "regard
class voting rights on mergers of any size as having no effect
whatsoever on whether stock is 'voting stock' or on the measure-
ment of the 'voting power' of voting stock." We disagree. As we
read those rulings, none of them involved a class vote by the
21 (...continued)
filed the 1984 restated certificate of incorporation with Dela-
ware, that board and those stockholders did in fact vote by class
on various matters during that period, including (1) the election
of new officers; (2) three capital appropriations of Alumax in
amounts not exceeding $2,413,000, $15,864,000, and $250,686,000,
respectively; (3) Alumax' 5-year forecast for the period 1984
through 1988; (4) Alumax' capital expenditure plan for that 5-
year period; (5) Alumax' 1984 profit plan; (6) Alumax' 1984
capital expenditure proposal; (7) the declaration of dividends;
and (8) two matters relating to Alumax' employee compensation
plans.
Page: Previous 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86 NextLast modified: May 25, 2011