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and for 1985 and 1986 for purposes of amended section
1504(a)(1)(B) and (2)(A). See generally Anderson-Clayton Securi-
ties Corp. v. Commissioner, 35 B.T.A. 795 (1937).
The Mandatory Dividend Provision
Respondent contends that the mandatory dividend provision,
which was contained in the 1984 restated certificate of
incorporation, affected the voting power of the Alumax class C
common stock for purposes of section 1504(a)(1). In support of
that contention, respondent asserts, and petitioners do not
dispute, that the determination of whether or not to declare and
pay dividends was one of the Alumax board management matters on
which the Alumax board would have had the power to vote if it had
not been for the mandatory dividend provision, which removed from
that board the power to determine whether or not to declare and
pay dividends to the extent of 35 percent of Alumax' net
income.23
Petitioners contend that the mandatory dividend provision
did not reduce the voting power of the Alumax class C common
stock or detract from the power of the class C directors to man-
age the business and affairs of Alumax or from the exercise of
23 The mandatory dividend provision required that dividends to
the extent of 35 percent of Alumax' net income be declared by the
Alumax board and paid by Alumax "to the extent permitted by law."
The parties do not suggest that such dividends were not mandatory
because they were to be declared and paid "to the extent permit-
ted by law."
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