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officer did not have a significant role in the management of the
business and affairs of Alumax and that therefore the power of
the Alumax stockholders and the Alumax directors to vote by class
with respect to his or her election, selection, or dismissal is
not significant to the resolution of the issue presented under
section 1504(a)(1).22 We disagree. Petitioners fail to acknowl-
edge that the 1984 bylaws required the CEO/president to "have
general charge and supervision of the business of the corpora-
tion" and "perform all duties incident to the office of president
of a corporation, and such other duties as, from time to time,
may be assigned to him by the Board of Directors or as may be
provided by law." Accordingly, despite any limitation on the
powers of the Alumax CEO/president to approve an expenditure in
excess of a stated amount, that officer nonetheless had broad
discretion over, and a significant role in, the management of the
business and affairs of Alumax.
On the record before us, we find that the director and
stockholder class voting requirements with respect to the re-
stricted matters at issue impact the voting power of the Alumax
class C common stock for 1984 for purposes of section 1504(a)(1)
22 Petitioners' argument regarding the director and stockholder
class voting required as to the election, selection, or dismissal
of the Alumax CEO/president appears to us to be inconsistent with
their argument regarding the other restricted matters at issue
that they claim are unusual or extraordinary. See discussion
supra.
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