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stockholders therein with respect to the mergers in question.
Moreover, as we construe the rulings on which petitioners rely,
the stockholder vote involved in those rulings applied only to
certain, rather than all, types of mergers. None of those
rulings indicated that the stockholder vote involved therein
applied to mergers, such as those that are part of the restricted
matters at issue here, which were entrusted to the board of
directors under the applicable State law and on which a stock-
holder vote was not required under such law. In any event, none
of the rulings cited by petitioners considered the impact on the
voting power of stock for purposes of section 1504(a)(1) or
amended section 1504(a)(1)(B) and (2)(A) of a requirement imposed
by the certificate of incorporation for a director class vote, as
well as a stockholder class vote, on a merger on which under the
applicable State law the board of directors was required to vote
but not the stockholders.
With respect to the restricted matter at issue relating to
the election, selection, or dismissal of the Alumax
CEO/president, petitioners contend that the "CEO had limited
powers; notably, he could affect only those transactions that
were both within the business plan (which the Class C Directors
could establish) and not in excess of $1.5 million". Petitioners
appear to be arguing that, because limitations were placed on the
CEO/president's ability to approve certain expenditures, that
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