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and 1986 for purposes of amended section 1504(a)(1)(B) and
(2)(A).
The Objectionable Action Provision
Respondent contends that the objectionable action provision
affected the voting power of the Alumax class C common stock for
purposes of section 1504(a)(1). In support of that contention,
respondent focuses on the objectionable action provision only
insofar as it applied to actions taken by the Alumax board
(director objectionable action provision), and not insofar as it
applied to actions taken by the Alumax stockholders. We also
shall address only the director objectionable action provision.
Respondent contends that the director objectionable action
provision prevented the Alumax board from taking any action that
could have had a material and adverse impact on the value of the
Alumax class B common stock which was held by the Mitsui group,
even though such action may have been in the best interests of
Alumax and/or Amax. According to respondent, that provision gave
the Mitsui group "virtual veto power" over any important action
that Alumax took.
Petitioners contend that the director objectionable action
provision did not detract from the power of the class C directors
to manage the business and affairs of Alumax or from the exercise
of that power and thus did not reduce the voting power of the
Alumax class C common stock for purposes of section 1504(a)(1)
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