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was a Delaware corporation, headquartered in Wheeling, West
Virginia. Ormet was engaged in the production of commodities,
specifically alumina, primary aluminum, and fabricated aluminum
products.
Prior to April 21, 1992, Oralco stock was held by Mr. Boyle
(48.387 percent), Mr. Strothotte (19.355 percent), and
petitioner, individually and as trustee of a voting trust (32.258
percent).7 At all relevant times, Oralco had 1,000,000 shares
authorized but only had 500,000 shares issued and outstanding.
On October 11, 1989, Mr. Boyle, Mr. Strothotte, and petitioner
entered into a stockholder’s agreement (1989 Stockholder’s
Agreement) whereby, inter alia: (1) Each stockholder had the
right to designate one of the three members of Oralco’s board of
directors, (2) each stockholder agreed not to sell his shares to
any other stockholder, except as permitted by the agreement, and
(3) termination of the agreement was allowed by a stockholder
holding shares representing at least two-thirds of the voting
power of all outstanding Oralco shares.
7 The voting trust of Oct. 11, 1989, was between petitioner,
John G. Poole (Mr. Poole), and Lawrence A. Siebert (Mr. Siebert),
collectively doing business as Stanwich Partners. Petitioner
served as the voting trustee of this trust. Under the voting
trust, Mr. Bradley had the exclusive right to vote all Oralco
shares owned by him, Mr. Poole, and Mr. Siebert. Thus, for
simplicity, Mr. Bradley is treated as the owner of the shares for
purposes of the corporate control actions recounted in this
opinion.
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