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Alumax board, and thus the class C directors of that board, did
not have any effective power to take action on any such director
nonrestricted matter.
On the record before us, we find that the director objec-
tionable action provision impacts the voting power of the Alumax
class C common stock for 1984 for purposes of section 1504(a)(1)
and for 1985 and 1986 for purposes of amended section
1504(a)(1)(B) and (2)(A).
Conclusion
Based on our review of the entire record before us, we find
that the respective director and stockholder class voting re-
quirements with respect to the restricted matters at issue, the
mandatory dividend provision, and the director objectionable
action provision reduced the voting power of the Alumax class C
common stock for 1984 for purposes of section 1504(a)(1) and for
1985 and 1986 for purposes of amended section 1504(a)(1)(B) and
(2)(A) below the 80 percent which petitioners claim that stock
possessed. We further find that petitioners have failed to
establish that the 80-percent value test of amended section
(...continued)
provision gave the Mitsui group "the ability to protect the value
of its investment in face of an extreme event." In addition, the
record does not contain any evidence to suggest that the Mitsui
group would not have exercised its rights under the director
objectionable action provision to protect its investment in
Alumax if and when, in its discretion, it became necessary to do
so.
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