| Acknowledgments |
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xxxiii | |
| Restatement (2d) Agency (1958) |
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1 | (1) |
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Chapter 1 Introductory Matters |
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2 | (4) |
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§1 Agency; Principal; Agent |
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2 | (1) |
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§2 Master; Servant; Independent Contractor |
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2 | (1) |
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§3 General Agent; Special Agent |
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3 | (1) |
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§4 Disclosed Principal; Partially Disclosed Principal; Undisclosed Principal |
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3 | (1) |
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3 | (1) |
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4 | (1) |
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4 | (1) |
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§8A Inherent Agency Power |
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4 | (1) |
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§8B Estoppel---Change of Position |
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5 | (1) |
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6 | (1) |
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Chapter 3 Creation and Interpretation of Authority and Apparent Authority |
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6 | (1) |
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§26 Creation of Authority; General Rule |
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6 | (1) |
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§27 Creation of Apparent Authority: General Rule |
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6 | (1) |
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§35 When Incidental Authority is Inferred |
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7 | (1) |
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§43 Acquiescence by Principal in Agent's Conduct |
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7 | (1) |
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7 | (1) |
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7 | (1) |
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7 | (1) |
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§94 Failure to Act as Affirmance |
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7 | (1) |
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§100 Effect of Ratification; in General |
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7 | (1) |
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Chapter 5 Termination of Agency Powers |
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8 | (1) |
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§118 Revocation or Renunciation |
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8 | (1) |
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§124A Effect of Termination of Authority Upon Apparent Authority and Other Powers |
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8 | (1) |
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§136 Notification Terminating Apparent Authority |
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9 | (1) |
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Chapter 6 Liability of the Principal to Third Persons; Contracts and Conveyances |
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9 | (3) |
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§140 Liability Based Upon Agency Principles |
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9 | (1) |
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10 | (1) |
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10 | (1) |
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§161 Unauthorized Acts of General Agent |
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10 | (1) |
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11 | (1) |
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§194 Acts of General Agents |
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11 | (1) |
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§195 Acts of Manager Appearing to be Owner |
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11 | (1) |
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Chapter 7 Liability of the Principal to Third Persons; Torts |
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12 | (3) |
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§215 Conduct Authorized but Unintended by Principal |
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12 | (1) |
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§216 Unauthorized Tortious Conduct |
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12 | (1) |
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12 | (1) |
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12 | (1) |
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§219 When Master is Liable for Torts of his Servants |
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12 | (1) |
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§220 Definition of Servant |
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13 | (1) |
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14 | (1) |
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14 | (1) |
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§231 Criminal or Tortious Acts |
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14 | (1) |
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15 | (1) |
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Chapter 13 Duties and Liabilities of Agent to Principal |
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15 | (4) |
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§379 Duty of Care and Skill |
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15 | (1) |
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§381 Duty to Give Information |
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15 | (1) |
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15 | (1) |
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16 | (1) |
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§388 Duty to Account for Profits Arising Out of Employment |
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16 | (1) |
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§389 Acting as Adverse Party Without Principal's Consent |
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16 | (1) |
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§390 Acting as Adverse Party with Principal's Consent |
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16 | (1) |
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§391 Acting for Adverse Party Without Principal's Consent |
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17 | (1) |
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§393 Competition as to Subject Matter of Agency |
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17 | (1) |
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§395 Using or Disclosing Confidential Information |
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18 | (1) |
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Restatement (3d) Agency (2006) |
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19 | (20) |
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Chapter 1 Introductory Matters |
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20 | (2) |
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20 | (1) |
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§1.02 Parties' Labeling and Popular Usage Not Controlling |
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20 | (1) |
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21 | (1) |
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21 | (1) |
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Chapter 2 Principles of Attribution |
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22 | (1) |
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22 | (1) |
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§2.02 Scope of Actual Authority |
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22 | (1) |
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22 | (1) |
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§2.04 Respondeat Superior |
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23 | (1) |
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§2.05 Estoppel to Deny Existence of Agency Relationship |
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23 | (1) |
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§2.06 Liability of Undisclosed Principal |
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23 | (1) |
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§2.07 Restitution of Benefit |
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23 | (1) |
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Chapter 3 Creation and Termination of Authority and Agency Relationships |
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23 | (5) |
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§3.01 Creation of Actual Authority |
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23 | (1) |
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§3.02 Formal Requirements |
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24 | (1) |
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§3.03 Creation of Apparent Authority |
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24 | (2) |
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§3.06 Termination of Actual Authority---In General |
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26 | (1) |
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§3.09 Termination by Agreement or by Occurrence of Changed Circumstances |
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26 | (1) |
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§3.10 Manifestation Terminating Actual Authority |
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27 | (1) |
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§3.11 Termination of Apparent Authority |
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27 | (1) |
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§3.12 Power Given as Security: Irrevocable Proxy |
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27 | (1) |
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28 | (2) |
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§4.01 Ratification Defined |
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28 | (1) |
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§4.02 Effect of Ratification |
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29 | (1) |
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§4.03 Acts That May Be Ratified |
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29 | (1) |
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29 | (1) |
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§4.05 Timing of Ratification |
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29 | (1) |
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§4.06 Knowledge Requisite to Ratification |
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30 | (1) |
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§4.07 No Partial Ratification |
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30 | (1) |
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§4.08 Estoppel to Deny Ratification |
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30 | (1) |
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Chapter 5 Notification and Notice |
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30 | (1) |
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§5.01 Notifications and Notice---In General |
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30 | (1) |
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§5.02 Notification Given by or to an Agent |
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31 | (1) |
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§5.03 Imputation of Notice of Fact to Principal |
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31 | (1) |
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§5.04 An Agent Who Acts Adversely to a Principal |
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31 | (1) |
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Chapter 6 Contracts and Other Transactions with Third Parties |
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31 | (2) |
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§6.01 Agent for Disclosed Principal |
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31 | (1) |
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§6.02 Agent for Unidentified Principal |
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32 | (1) |
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§6.03 Agent for Undisclosed Principal |
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32 | (1) |
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§6.04 Principal Does Not Exist or Lacks Capacity |
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32 | (1) |
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§6.10 Agent's Implied Warranty of Authority |
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32 | (1) |
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§6.11 Agent's Representations |
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33 | (1) |
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Chapter 7 Torts---Liability of Agent and Principal |
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33 | (2) |
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§7.03 Principal's Liability---In General |
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33 | (1) |
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§7.04 Agent Acts with Actual Authority |
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34 | (1) |
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§7.05 Principal's Negligence in Conducting Activity Through Agent; Principal's Special Relationship with Another Person |
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34 | (1) |
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§7.06 Failure in Performance of Principal's Duty of Protection |
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34 | (1) |
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§7.07 Employee Acting Within Scope of Employment |
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35 | (1) |
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§7.08 Agent Acts with Apparent Authority |
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35 | (1) |
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Chapter 8 Duties of Agent and Principal to Each Other |
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35 | (4) |
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§8.01 General Fiduciary Principle |
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35 | (1) |
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§8.02 Material Benefit Arising Out of Position |
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35 | (1) |
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§8.03 Acting as or on Behalf of an Adverse Party |
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35 | (1) |
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36 | (1) |
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§8.05 Use of Principal's Property; Use of Confidential Information |
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36 | (1) |
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§8.06 Principal's Consent |
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36 | (1) |
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§8.07 Duty Created by Contract |
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37 | (1) |
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§8.08 Duties of Care, Competence, and Diligence |
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37 | (1) |
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§8.09 Duty to Act Only Within Scope of Actual Authority and to Comply with Principal's Lawful Instructions |
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37 | (1) |
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§8.10 Duty of Good Conduct |
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37 | (1) |
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§8.11 Duty to Provide Information |
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37 | (1) |
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38 | (1) |
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§8.15 Principal's Duty to Deal Fairly and in Good Faith |
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38 | (1) |
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Restatement (Second) of Trusts |
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39 | (2) |
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§203 Accountability for Profits in the Absence of a Breach of Trust |
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39 | (1) |
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§205 Liability in Case of Breach of Trust |
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39 | (1) |
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§206 Liability for Breach of Loyalty |
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39 | (2) |
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Uniform Partnership Act (1914) |
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41 | (16) |
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42 | (1) |
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§7 Rules for Determining the Existence of a Partnership |
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42 | (1) |
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42 | (1) |
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§9 Partner Agent of Partnership as to Partnership Business |
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43 | (1) |
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§10 Conveyance of Real Property of the Partnership |
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43 | (1) |
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§11 Partnership Bound by Admission of Partner |
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44 | (1) |
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§12 Partnership Charged with Knowledge of or Notice to Partner |
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44 | (1) |
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§13 Partnership Bound by Partner's Wrongful Act |
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44 | (1) |
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§14 Partnership Bound by Partner's Breach of Trust |
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45 | (1) |
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§15 Nature of Partner's Liability |
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45 | (1) |
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45 | (1) |
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§17 Liability of Incoming Partner |
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46 | (1) |
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§18 Rules Determining Rights and Duties of Partners |
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46 | (1) |
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46 | (1) |
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§20 Duty of Partners to Render Information |
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47 | (1) |
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§21 Partner Accountable as a Fiduciary |
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47 | (1) |
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47 | (1) |
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§23 Continuation of Partnership Beyond Fixed Term |
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47 | (1) |
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§24 Extent of Property Rights of a Partner |
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48 | (1) |
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§25 Nature of a Partner's Right in Specific Partnership Property |
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48 | (1) |
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§26 Nature of Partner's Interest in the Partnership |
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48 | (1) |
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§27 Assignment of Partner's Interest |
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48 | (1) |
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§28 Partner's Interest Subject to Charging Order |
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49 | (1) |
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49 | (1) |
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§30 Partnership Not Terminated by Dissolution |
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49 | (1) |
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§31 Causes of Dissolution |
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49 | (1) |
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§32 Dissolution by Decree of Court |
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50 | (1) |
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§33 General Effect of Dissolution on Authority of Partner |
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50 | (1) |
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§34 Right of Partner to Contribution from Co-partners After Dissolution |
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51 | (1) |
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§35 Power of Partner to Bind Partnership to Third Persons After Dissolution |
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51 | (1) |
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§36 Effect of Dissolution on Partner's Existing Liability |
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51 | (1) |
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52 | (1) |
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§38 Rights of Partners to Application of Partnership Property |
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52 | (1) |
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§39 Rights Where Partnership is Dissolved for Fraud or Misrepresentation |
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53 | (1) |
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§40 Rules for Distribution |
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53 | (1) |
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§41 Liability of Persons Continuing the Business in Certain Cases |
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54 | (1) |
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§42 Rights of Retiring or Estate of Deceased Partner When the Business is Continued |
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55 | (1) |
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56 | (1) |
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Uniform Partnership Act (1997) |
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57 | (24) |
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Article 1 General Provisions |
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58 | (3) |
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58 | (1) |
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§102 Knowledge and Notice |
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59 | (1) |
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§103 Effect of Partnership Agreement; Nonwaivable Provisions |
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60 | (1) |
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60 | (1) |
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Article 2 Nature of Partnership |
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61 | (1) |
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§201 Partnership as Entity |
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61 | (1) |
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§202 Formation of Partnership |
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61 | (1) |
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§203 Partnership Property |
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62 | (1) |
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§204 When Property is Partnership Property |
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62 | (1) |
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Article 3 Relations of Partners to Persons Dealing with Partnership |
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62 | (4) |
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§301 Partner Agent of Partnership |
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62 | (1) |
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§303 Statement of Partnership Authority |
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63 | (1) |
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§305 Partnership Liable for Partner's Actionable Conduct |
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64 | (1) |
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64 | (1) |
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§307 Actions By and Against Partnership and Partners |
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65 | (1) |
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§308 Liability of Purported Partner |
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65 | (1) |
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Article 4 Relations of Partners to Each Other and to Partnership |
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66 | (2) |
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§401 Partner's Rights and Duties |
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66 | (1) |
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§403 Partner's Rights and Duties with Respect to Information |
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67 | (1) |
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§404 General Standards of Partner's Conduct |
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68 | (1) |
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Article 5 Transferees and Creditors of Partner |
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68 | (2) |
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§501 Partner Not Co-owner of Partnership Property |
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68 | (1) |
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§502 Partner's Transferable Interest in Partnership |
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69 | (1) |
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§503 Transfer of Partner's Transferable Interest |
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69 | (1) |
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§504 Partner's Transferable Interest Subject to Charging Order |
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69 | (1) |
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Article 6 Partner's Dissociation |
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70 | (2) |
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§601 Events Causing Partner's Dissociation |
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70 | (1) |
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§602 Partner's Power to Dissociate; Wrongful Dissociation |
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71 | (1) |
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§603 Effect of Partner's Dissociation |
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72 | (1) |
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Article 7 Partner's Dissociation When Business Not Wound Up |
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72 | (3) |
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§701 Purchase of Dissociated Partner's Interest |
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72 | (2) |
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§702 Dissociated Partner's Power to Bind and Liability to Partnership |
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74 | (1) |
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§703 Dissociated Partner's Liability to Other Persons |
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74 | (1) |
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§704 Statement of Dissociation |
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75 | (1) |
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Article 8 Winding Up Partnership Business |
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75 | (3) |
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§801 Events Causing Dissolution and Winding Up of Partnership Business |
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75 | (1) |
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§802 Partnership Continues After Dissolution |
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76 | (1) |
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§803 Right to Wind Up Partnership Business |
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77 | (1) |
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§804 Partner's Power to Bind Partnership After Dissolution |
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77 | (1) |
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§807 Settlement of Accounts and Contributions Among Partners |
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77 | (1) |
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Article 10 Limited Liability Partnership |
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78 | (3) |
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§1001 Statement of Qualification |
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78 | (1) |
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79 | (1) |
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79 | (2) |
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Delaware Revised Uniform Limited Partnership Act |
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81 | (34) |
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Subchapter I General Provisions |
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82 | (4) |
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82 | (2) |
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§17-106 Nature of Business Permitted; Powers |
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84 | (1) |
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§17-107 Business Transactions of Partner with the Partnership |
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85 | (1) |
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85 | (1) |
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§17-110 Contested Matters Relating to General Partners; Contested Votes |
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85 | (1) |
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§17-111 Interpretation and Enforcement of Partnership Agreement |
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86 | (1) |
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Subchapter II Formation; Certificate of Limited Partnership |
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86 | (4) |
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§17-201 Certificate of Limited Partnership |
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86 | (1) |
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§17-202 Amendment to Certificate |
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86 | (1) |
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87 | (1) |
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§17-211 Merger and Consolidation |
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87 | (1) |
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§17-212 Contractual Apprasial Rights |
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88 | (1) |
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§17-214 Limited Partnerships as Limited Liability Limited Partnerships |
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88 | (1) |
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§17-217 Conversion of Certain Entities to a Limited Partnership |
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89 | (1) |
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§17-218 Series of Limited Partners, General Partners or Partnership Interests |
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89 | (1) |
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§17-219 Approval of Conversion of a Limited Partnership |
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89 | (1) |
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Subchapter III Limited Partners |
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90 | (6) |
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§17-301 Admission of Limited Partners |
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90 | (1) |
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§17-302 Classes and Voting |
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91 | (1) |
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§17-303 Liability to Third Parties |
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92 | (1) |
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§17-304 Person Erroneously Believing Himself or Herself Limited Partner |
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93 | (1) |
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§17-305 Access to and Confidentiality of Information; Records |
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94 | (1) |
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§17-306 Remedies for Breach of Partnership Agreement by Limited Partner |
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95 | (1) |
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Subchapter IV General Partners |
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96 | (6) |
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§17-401 Admission of General Partners |
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96 | (1) |
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§17-402 Events of Withdrawal |
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96 | (2) |
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§17-403 General Powers and Liabilities |
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98 | (1) |
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§17-404 Contributions by a General Partner |
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99 | (1) |
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§17-405 Classes and Voting |
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99 | (1) |
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§17-406 Remedies for Breach of Partnership Agreement by General Partner |
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100 | (1) |
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§17-407 Reliance on Reports and Information by Limited Partners, Liquidating Trustees, and General Partners |
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100 | (2) |
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102 | (1) |
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§17-501 Form of Contribution |
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102 | (1) |
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§17-502 Liability for Contribution |
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102 | (1) |
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§17-503 Allocation of Profits and Losses |
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102 | (1) |
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§17-504 Allocation of Distributions |
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102 | (1) |
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§17-505 Defense of Usury Not Available |
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102 | (1) |
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Subchapter VI Distributions and Withdrawal |
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103 | (2) |
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§17-601 Interim Distributions |
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103 | (1) |
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§17-602 Withdrawal of General Partner and Assignment of General Partner's Partnership Interest |
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103 | (1) |
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§17-603 Withdrawal of Limited Partner |
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103 | (1) |
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§17-604 Distribution upon Withdrawal |
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104 | (1) |
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§17-605 Distribution in Kind |
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104 | (1) |
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§17-606 Right to Distribution |
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104 | (1) |
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§17-607 Limitations on Distribution |
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104 | (1) |
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Subchapter VII Assignment of Partnership Interests |
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105 | (2) |
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§17-701 Nature of Partnership Interest |
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105 | (1) |
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§17-702 Assignment of Partnership Interest |
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105 | (1) |
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§17-703 Partner's Partnership Interest Subject to Charging Order |
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106 | (1) |
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§17-704 Right of Assignee to Become Limited Partner |
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107 | (1) |
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Subchapter VIII Dissolution |
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107 | (5) |
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§17-801 Nonjudicial Dissolution |
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107 | (1) |
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§17-802 Judicial Dissolution |
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107 | (2) |
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109 | (1) |
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§17-804 Distribution of Assests |
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110 | (1) |
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§17-805 Trustees or Receivers for Limited Partnerships; Appointment; Powers; Duties |
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111 | (1) |
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§17-806 Revocation of Dissolution |
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111 | (1) |
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Subchapter X Derivative Actions |
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112 | (1) |
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§17-1001 Right to Bring Action |
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112 | (1) |
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§17-1002 Proper Plaintiff |
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112 | (1) |
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113 | (1) |
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113 | (1) |
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Subchapter XI Miscellaneous |
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113 | (2) |
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§17-1101 Construction and Application of
Chapter and Partnership Agreement |
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113 | (1) |
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§17-1104 Effective Date and Extended Effective Date |
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114 | (1) |
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Delaware Limited Liability Company Act |
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115 | (42) |
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Subchapter I General Provisions |
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117 | (4) |
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117 | (1) |
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§18-104 Registered Office; Registered Agent |
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118 | (1) |
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§18-105 Service of Process on Domestic Limited Liability Companies |
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118 | (1) |
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§18-106 Nature of Business Permitted; Powers |
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119 | (1) |
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§18-107 Business Transactions of Member or Manager with the Limited Liability Company |
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119 | (1) |
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119 | (1) |
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§18-109 Service of Process on Managers and Liquidating Trustees |
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119 | (1) |
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§18-110 Contested Matters Relating to Managers; Contested Votes |
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120 | (1) |
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§18-111 Interpretation and Enforcement of Limited Liability Company Agreement |
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121 | (1) |
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Subchapter II Formation; Certificate of Formation |
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121 | (11) |
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§18-201 Certificate of Formation |
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121 | (1) |
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§18-202 Amendment to Certificate of Formation |
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|
122 | (1) |
|
§18-203 Cancellation of Certificate |
|
|
122 | (1) |
|
|
|
122 | (1) |
|
§18-209 Merger and Consolidation |
|
|
123 | (3) |
|
§18-210 Contractual Appraisal Rights |
|
|
126 | (1) |
|
§18-214 Conversion of Certain Entities to a Limited Liability Company |
|
|
126 | (1) |
|
§18-215 Series of Members, Managers or Limited Liability Company Interests |
|
|
127 | (4) |
|
§18-216 Approval of Conversion of a Limited Liability Company |
|
|
131 | (1) |
|
|
|
132 | (6) |
|
§18-301 Admission of Members |
|
|
132 | (1) |
|
§18-302 Classes and Voting |
|
|
133 | (1) |
|
§18-303 Liability to 3rd Parties |
|
|
134 | (1) |
|
§18-304 Events of Bankruptcy |
|
|
135 | (1) |
|
§18-305 Access to and Confidentiality of Information; Records |
|
|
135 | (2) |
|
§18-306 Remedies for Breach of Limited Liability Company Agreement by Member |
|
|
137 | (1) |
|
|
|
138 | (3) |
|
§18-401 Admission of Managers |
|
|
138 | (1) |
|
§18-402 Management of Limited Liability Company |
|
|
138 | (1) |
|
§18-403 Contributions by a Manager |
|
|
138 | (1) |
|
§18-404 Classes and Voting |
|
|
138 | (1) |
|
§18-405 Remedies for Breach of Limited Liability Company Agreement by Manager |
|
|
139 | (1) |
|
§18-406 Reliance on Reports and Information by Member or Manager |
|
|
140 | (1) |
|
§18-407 Delegation of Rights and Powers to Manage |
|
|
140 | (1) |
|
|
|
141 | (2) |
|
§18-501 Form of Contribution |
|
|
141 | (1) |
|
§18-502 Liability for Contribution |
|
|
141 | (1) |
|
§18-503 Allocation of Profits and Losses |
|
|
142 | (1) |
|
§18-504 Allocation of Distributions |
|
|
142 | (1) |
|
§18-505 Defense of Usury Not Available |
|
|
142 | (1) |
|
Subchapter VI Distributions and Resignation |
|
|
143 | (2) |
|
§18-601 Interim Distributions |
|
|
143 | (1) |
|
§18-602 Resignation of Manager |
|
|
143 | (1) |
|
§18-603 Resignation of Member |
|
|
143 | (1) |
|
§18-604 Distribution Upon Resignation |
|
|
144 | (1) |
|
§18-605 Distribution in Kind |
|
|
144 | (1) |
|
§18-606 Right to Distribution |
|
|
144 | (1) |
|
§18-607 Limitations on Distribution |
|
|
145 | (1) |
|
Subchapter VII Assignment of Limited Liability Company Interests |
|
|
145 | (3) |
|
§18-701 Nature of Limited Liability Company Interest |
|
|
145 | (1) |
|
§18-702 Assignment of Limited Liability Company Interest |
|
|
146 | (1) |
|
§18-703 Member's Limited Liability Company Interest Subject to Charging Order |
|
|
147 | (1) |
|
§18-704 Right of Assignee to Become Member |
|
|
147 | (1) |
|
§18-705 Powers of Estate of Deceased or Incompetent Member |
|
|
148 | (1) |
|
Subchapter VIII Dissolution |
|
|
148 | (5) |
|
|
|
148 | (1) |
|
§18-802 Judicial Dissolution |
|
|
149 | (1) |
|
|
|
150 | (1) |
|
§18-804 Distribution of Assets |
|
|
150 | (2) |
|
§18-805 Trustees or Receivers for Limited Liability Companies; Appointment; Powers; Duties |
|
|
152 | (1) |
|
§18-806 Revocation of Dissolution |
|
|
152 | (1) |
|
Subchapter X Derivative Actions |
|
|
153 | (1) |
|
§18-1001 Right to Bring Action |
|
|
153 | (1) |
|
§18-1002 Proper Plaintiff |
|
|
153 | (1) |
|
|
|
153 | (1) |
|
|
|
154 | (1) |
|
Subchapter XI Miscellaneous |
|
|
154 | (3) |
|
§18-1101 Construction and Application of
Chapter and Limited Liability Company Agreement |
|
|
154 | (1) |
|
§18-1104 Cases Not Provided for in This
Chapter |
|
|
155 | (2) |
|
Delaware General Corporation Law |
|
|
157 | (102) |
|
|
|
160 | (9) |
|
§101 Incorporators; How Corporation Formed; Purposes |
|
|
160 | (1) |
|
§102 Contents of Certificate of Incorporation |
|
|
160 | (4) |
|
§103 Execution, Acknowledgment, Filing, Recording and Effective Date of Original Certificate of Incorporation and Other Instruments; Exceptions |
|
|
164 | (2) |
|
§104 Certificate of Incorporation; Definition |
|
|
166 | (1) |
|
§106 Commencement of Corporate Existence |
|
|
166 | (1) |
|
§107 Powers of Incorporators |
|
|
166 | (1) |
|
§108 Organization Meeting of Incorporators or Directors Named in Certificate of Incorporation |
|
|
166 | (1) |
|
|
|
167 | (1) |
|
§111 Jurisdiction to Interpret, Apply, Enforce or Determine the Validity of Corporate Instruments and Provisions of This Title |
|
|
167 | (1) |
|
§112 Access to Proxy Solicitation Materials |
|
|
168 | (1) |
|
§113 Proxy Expense Reimbursement |
|
|
169 | (1) |
|
|
|
169 | (3) |
|
|
|
169 | (1) |
|
|
|
170 | (1) |
|
§123 Powers Respecting Securities of Other Corporations or Entities |
|
|
171 | (1) |
|
§124 Effect of Lack of Corporate Capacity or Power; Ultra Vires |
|
|
172 | (1) |
|
Subchapter III Registered Office and Registered Agent |
|
|
172 | (1) |
|
§131 Registered Office in State; Principal Office or Place of Business in State |
|
|
172 | (1) |
|
§132 Registered Agent in State; Resident Agent |
|
|
172 | (1) |
|
Subchapter IV Directors and Officers |
|
|
173 | (9) |
|
§141 Board of Directors; Powers; Number, Qualifications, Terms and Quorum; Committees; Classes of Directors; Nonprofit Corporations; Reliance Upon Books; Action Without Meeting; Removal |
|
|
173 | (4) |
|
§142 Officers; Titles, Duties, Selection, Terms; Failure to Elect; Vacancies |
|
|
177 | (1) |
|
§143 Loans to Employees and Officers; Guaranty of Obligations of Employees and Officers |
|
|
178 | (1) |
|
§144 Interested Directors; Quorum |
|
|
178 | (1) |
|
§145 Indemnifiation of Officers, Directors, Employees and Agents; Insurance |
|
|
179 | (3) |
|
§146 Submission of Matters for Stockholder Vote |
|
|
182 | (1) |
|
Subchapter V Stock and Dividends |
|
|
182 | (14) |
|
§151 Classes and Series of Stock; Redemption; Rights |
|
|
182 | (3) |
|
§152 Issuance of Stock; Lawful Consideration; Fully Paid Stock |
|
|
185 | (1) |
|
§153 Consideration for Stock |
|
|
185 | (1) |
|
§154 Determination of Amount of Capital; Capital, Surplus and Net Assets Defined |
|
|
186 | (1) |
|
|
|
187 | (1) |
|
|
|
187 | (1) |
|
§157 Rights and Options Respecting Stock |
|
|
187 | (1) |
|
§158 Stock Certificates; Uncertificated Shares |
|
|
188 | (1) |
|
§159 Shares of Stock; Personal Property, Transfer and Taxation |
|
|
189 | (1) |
|
§160 Corporation's Powers Respecting Ownership, Voting, etc., of Its Own Stock; Rights of Stock Called for Redemption |
|
|
189 | (1) |
|
§161 Issuance of Additional Stock; When and by Whom |
|
|
190 | (1) |
|
§162 Liability of Stockholder or Subscriber for Stock Not Paid in Full |
|
|
190 | (1) |
|
§163 Payment for Stock Not Paid in Full |
|
|
191 | (1) |
|
§164 Failure to Pay for Stock; Remedies |
|
|
191 | (1) |
|
§165 Revocability of Preincorporation Subscriptions |
|
|
192 | (1) |
|
§166 Formalities Required of Stock Subscriptions |
|
|
192 | (1) |
|
§167 Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificate or Uncertificated Shares |
|
|
192 | (1) |
|
§168 Judicial Proceedings to Compel Issuance of New Certificate or Uncertificated Shares |
|
|
192 | (1) |
|
§169 Situs of Ownership of Stock |
|
|
193 | (1) |
|
§170 Dividends; Payment; Wasting Asset Corporations |
|
|
193 | (1) |
|
§171 Special Purpose Reserves |
|
|
194 | (1) |
|
§172 Liability of Directors and Committee Members as to Dividends or Stock Redemption |
|
|
194 | (1) |
|
§173 Declaration and Payment of Dividends |
|
|
195 | (1) |
|
§174 Liability of Directors for Unlawful Payment of Dividend or Unlawful Stock Purchase or Redemption; Exoneration from Liability; Contribution Among Directors; Subrogation |
|
|
195 | (1) |
|
Subchapter VI Stock Transfers |
|
|
196 | (7) |
|
§201 Transfer of Stock, Stock Certificates and Uncertificated Stock |
|
|
196 | (1) |
|
§202 Restrictions on Transfer and Ownership of Securities |
|
|
196 | (1) |
|
§203 Business Combinations with Interested Stockholders |
|
|
197 | (6) |
|
Subchapter VII Meetings, Elections, Voting and Notice |
|
|
203 | (16) |
|
§211 Meetings of Stockholders |
|
|
203 | (2) |
|
§212 Voting Rights of Stockholders; Proxies; Limitations |
|
|
205 | (1) |
|
§213 Fixing Date for Determination of Stockholders of Record |
|
|
206 | (1) |
|
|
|
207 | (1) |
|
§215 Voting Rights of Members of Nonstock Corporations; Quorum; Proxies |
|
|
208 | (1) |
|
§216 Quorum and Required Vote for Stock Corporations |
|
|
209 | (1) |
|
§218 Voting Trusts and Other Voting Agreements |
|
|
209 | (1) |
|
§219 List of Stockholders Entitled to Vote; Penalty for Refusal to Produce; Stock Ledger |
|
|
210 | (1) |
|
§220 Inspection of Books and Records |
|
|
211 | (1) |
|
§221 Voting, Inspection and Other Rights of Bondholders and Debenture Holders |
|
|
212 | (1) |
|
§222 Notice of Meetings and Adjourned Meetings |
|
|
212 | (1) |
|
§223 Vacancies and Newly Created Directorships |
|
|
213 | (1) |
|
§225 Contested Election of Directors; Proceedings to Determine Validity |
|
|
214 | (1) |
|
§226 Appointment of Custodian or Receiver of Corporation on Deadlock or for Other Cause |
|
|
214 | (1) |
|
§227 Powers of Court in Elections of Directors |
|
|
215 | (1) |
|
§228 Consent of Stockholders or Members in Lieu of Meeting |
|
|
215 | (2) |
|
|
|
217 | (1) |
|
§231 Voting Procedures and Inspectors of Elections |
|
|
217 | (2) |
|
§232 Notice by Electronic Transmission |
|
|
219 | (1) |
|
Subchapter VIII Amendment of Certificate of Incorporation; Changes in Capital and Capital Stock |
|
|
219 | (4) |
|
§241 Amendment of Certificate of Incorporation Before Receipt of Payment for Stock |
|
|
219 | (1) |
|
§242 Amendment of Certificate of Incorporation After Receipt of Payment for Stock; Nonstock Corporations |
|
|
219 | (3) |
|
|
|
222 | (1) |
|
§244 Reduction of Capital |
|
|
222 | (1) |
|
Subchapter IX Merger, Consolidation or Conversion |
|
|
223 | (25) |
|
§251 Merger or Consolidation of Domestic Corporations and Limited Liability Company |
|
|
223 | (6) |
|
§252 Merger or Consolidation of Domestic and Foreign Corporations; Service of Process Upon Surviving or Resulting Corporation |
|
|
229 | (3) |
|
§253 Merger of Parent Corporation and Subsidiary or Subsidiaries |
|
|
232 | (2) |
|
§259 Status, Rights, Liabilities, of Constituent and Surviving or Resulting Corporations Following Merger or Consolidation |
|
|
234 | (1) |
|
§260 Powers of Corporation Surviving or Resulting from Merger or Consolidation; Issuance of Stock, Bonds or Other Indebtedness |
|
|
235 | (1) |
|
§261 Effect of Merger Upon Pending Actions |
|
|
235 | (1) |
|
|
|
235 | (6) |
|
§263 Merger or Consolidation of Domestic Corporation |
|
|
241 | (2) |
|
§264 Merger or Consolidation of Domestic Corporation and Limited Liability Company |
|
|
243 | (3) |
|
§265 Conversion of Other Entities to a Domestic Corporation |
|
|
246 | (2) |
|
Subchapter X Sale of Assets, Dissolution and Winding Up |
|
|
248 | (11) |
|
§271 Sale, Lease or Exchange of Assets; Consideration; Procedure |
|
|
248 | (1) |
|
§272 Mortgage or Pledge of Assets |
|
|
249 | (1) |
|
§273 Dissolution of Joint Venture Corporation Having 2 Stockholders |
|
|
249 | (1) |
|
§274 Dissolution Before Issuance of Shares or Beginning of Business; Procedure |
|
|
250 | (1) |
|
§275 Dissolution Generally; Procedure |
|
|
250 | (1) |
|
§277 Payment of Franchise Taxes Before Dissolution or Merger |
|
|
251 | (1) |
|
§278 Continuation of Corporation After Dissolution for Purposes of Suit and Winding up Affairs |
|
|
251 | (1) |
|
§279 Trustees or Receivers for Dissolved Corporations; Appointment; Powers; Duties |
|
|
252 | (1) |
|
§280 Notice to Claimants; Filing of Claims |
|
|
252 | (3) |
|
§281 Payment and Distribution to Claimants and Stockholders |
|
|
255 | (1) |
|
§282 Liability of Stockholders of Dissolved Corporations |
|
|
256 | (3) |
|
Model Business Corporation Act (1984) |
|
|
259 | (78) |
|
Chapter 1 General Provisions |
|
|
262 | (1) |
|
§1.02 Reservation of Power to Amend or Repeal |
|
|
262 | (1) |
|
|
|
263 | (1) |
|
|
|
263 | (2) |
|
|
|
263 | (1) |
|
§2.02 Articles of Incorporation |
|
|
263 | (1) |
|
|
|
264 | (1) |
|
§2.04 Liability for Preincorporation Transactions |
|
|
264 | (1) |
|
§2.05 Organization of Corporation |
|
|
264 | (1) |
|
|
|
265 | (1) |
|
Chapter 3 Purposes and Powers |
|
|
265 | (2) |
|
|
|
265 | (1) |
|
|
|
265 | (1) |
|
|
|
266 | (1) |
|
|
|
267 | (1) |
|
|
|
267 | (1) |
|
Chapter 5 Office and Agent |
|
|
267 | (1) |
|
§5.01 Registered Office and Registered Agent |
|
|
267 | (1) |
|
Chapter 6 Shares and Distributions |
|
|
268 | (7) |
|
|
|
268 | (1) |
|
|
|
268 | (1) |
|
§6.02 Terms of Class or Series Determined by Board of Directors |
|
|
269 | (1) |
|
§6.03 Issued and Outstanding Shares |
|
|
269 | (1) |
|
Subchapter B Issuance of Shares |
|
|
270 | (1) |
|
§6.20 Subscription for Shares Before Incorporation |
|
|
270 | (1) |
|
|
|
270 | (1) |
|
§6.22 Liability of Shareholders |
|
|
271 | (1) |
|
|
|
272 | (1) |
|
|
|
272 | (1) |
|
§6.27 Restriction on Transfer of Shares and Other Securities |
|
|
272 | (1) |
|
Subchapter C Subsequent Acquisition of Shares by Shareholders and Corporation |
|
|
273 | (1) |
|
§6.30 Shareholders' Preemptive Rights |
|
|
273 | (1) |
|
§6.31 Corporation's Acquisition of Its Own Shares |
|
|
274 | (1) |
|
Subchapter D Distributions |
|
|
274 | (1) |
|
§6.40 Distributions to Shareholders |
|
|
274 | (1) |
|
|
|
275 | (11) |
|
|
|
275 | (1) |
|
|
|
275 | (1) |
|
|
|
276 | (1) |
|
§7.04 Action Without Meeting |
|
|
276 | (1) |
|
|
|
276 | (1) |
|
|
|
277 | (1) |
|
|
|
277 | (1) |
|
§7.08 Conduct of the Meeting |
|
|
277 | (1) |
|
|
|
278 | (1) |
|
§7.20 Shareholders' List for Meeting |
|
|
278 | (1) |
|
§7.21 Voting Entitlement of Shares |
|
|
278 | (1) |
|
|
|
279 | (1) |
|
§7.25 Quorum and Voting Requirements for Voting Groups |
|
|
279 | (1) |
|
§7.26 Action by Single and Multiple Voting Groups |
|
|
280 | (1) |
|
§7.27 Greater Quorum or Voting Requirements |
|
|
280 | (1) |
|
§7.28 Voting for Directors; Cumulative Voting |
|
|
280 | (1) |
|
§7.29 Inspectors of Election |
|
|
281 | (1) |
|
Subchapter C Voting Trusts and Agreements |
|
|
281 | (1) |
|
|
|
281 | (1) |
|
|
|
282 | (1) |
|
§7.32 Shareholder Agreements |
|
|
282 | (1) |
|
Subchapter D Derivative Proceedings |
|
|
283 | (1) |
|
§7.40 Subchapter Definitions |
|
|
283 | (1) |
|
|
|
284 | (1) |
|
|
|
284 | (1) |
|
§7.43 Stay of Proceedings |
|
|
284 | (1) |
|
|
|
284 | (1) |
|
§7.45 Discontinuance or Settlement |
|
|
285 | (1) |
|
§7.46 Payment of Expenses |
|
|
285 | (1) |
|
Chapter 8 Directors and Officers |
|
|
286 | (18) |
|
Subchapter A Board of Directors |
|
|
286 | (1) |
|
§8.01 Requirement for and Duties of Board of Directors |
|
|
286 | (1) |
|
§8.03 Number and Election of Directors |
|
|
286 | (1) |
|
§8.04 Election of Directors by Certain Classes of Shareholders |
|
|
286 | (1) |
|
§8.05 Terms of Directors Generally |
|
|
287 | (1) |
|
§8.06 Staggered Terms for Directors |
|
|
287 | (1) |
|
§8.07 Resignation of Directors |
|
|
287 | (1) |
|
§8.08 Removal of Directors by Shareholders |
|
|
288 | (1) |
|
§8.09 Removal of Directors by Judicial Proceeding |
|
|
288 | (1) |
|
|
|
288 | (1) |
|
§8.11 Compensation of Directors |
|
|
289 | (1) |
|
Subchapter B Meetings and Action of the Board |
|
|
289 | (1) |
|
|
|
289 | (1) |
|
§8.21 Action Without Meeting |
|
|
289 | (1) |
|
|
|
289 | (1) |
|
|
|
289 | (1) |
|
|
|
290 | (1) |
|
|
|
290 | (1) |
|
|
|
291 | (1) |
|
§8.30 Standards of Conduct for Directors |
|
|
291 | (1) |
|
§8.31 Standards of Liability for Directors |
|
|
292 | (1) |
|
§8.33 Directors' Liability for Unlawful Distributions |
|
|
293 | (1) |
|
|
|
294 | (1) |
|
|
|
294 | (1) |
|
§8.42 Standards of Conduct for Officers |
|
|
294 | (1) |
|
§8.43 Resignation and Removal of Officers |
|
|
295 | (1) |
|
§8.44 Contract Rights of Officers |
|
|
295 | (1) |
|
Subchapter E Indemnification and Advance for Expenses |
|
|
296 | (1) |
|
§8.50 Subchapter Definitions |
|
|
296 | (1) |
|
§8.51 Permissible Indemnification |
|
|
296 | (1) |
|
§8.52 Mandatory Indemnification |
|
|
297 | (1) |
|
§8.53 Advance for Expenses |
|
|
297 | (1) |
|
§8.54 Court-Ordered Indemnification and Advance for Expenses |
|
|
298 | (1) |
|
§8.55 Determination and Authorization of Indemnification |
|
|
298 | (1) |
|
§8.56 Indemnification of Officers |
|
|
299 | (1) |
|
|
|
300 | (1) |
|
§8.58 Variation by Corporate Action; Application of Subchapter |
|
|
300 | (1) |
|
§8.59 Exclusivity of Subchapter |
|
|
300 | (1) |
|
Subchapter F Directors' Conflicting Interest Transactions Introductory Comment |
|
|
300 | (1) |
|
§8.60 Subchapter Definitions |
|
|
300 | (2) |
|
|
|
302 | (1) |
|
|
|
302 | (1) |
|
§8.63 Shareholders' Action |
|
|
303 | (1) |
|
Chapter 10 Amendment of Articles of Incorporation and Bylaws |
|
|
304 | (5) |
|
Subchapter A Amendment of Articles of Incorporation |
|
|
304 | (1) |
|
§10.01 Authority to Amend |
|
|
304 | (1) |
|
§10.02 Amendment Before Issuance of Shares |
|
|
304 | (1) |
|
§10.03 Amendment by Board of Directors and Shareholders |
|
|
304 | (1) |
|
§10.04 Voting on Amendments by Voting Groups |
|
|
305 | (1) |
|
§10.05 Amendment by Board of Directors |
|
|
306 | (1) |
|
§10.06 Articles of Amendment |
|
|
307 | (1) |
|
§10.09 Effect of Amendment |
|
|
307 | (1) |
|
Subchapter B Amendment of Bylaws |
|
|
308 | (1) |
|
§10.20 Amendment by Board of Directors or Shareholders |
|
|
308 | (1) |
|
§10.21 Bylaw Increasing Quorum or Voting Requirement for Directors |
|
|
308 | (1) |
|
§10.22 Bylaw Provisions Relating to the Election of Directors |
|
|
308 | (1) |
|
Chapter 11 Mergers and Share Exchanges |
|
|
309 | (8) |
|
|
|
309 | (1) |
|
|
|
310 | (1) |
|
|
|
311 | (2) |
|
§11.04 Action on a Plan of Merger or Share Exchange |
|
|
313 | (1) |
|
§11.05 Merger Between Parent and Subsidiary or Between Subsidiaries |
|
|
314 | (1) |
|
§11.06 Articles of Merger or Share Exchange |
|
|
315 | (1) |
|
§11.07 Effect of Merger or Share Exchange |
|
|
316 | (1) |
|
Chapter 12 Disposition of Assets |
|
|
317 | (2) |
|
§12.01 Disposition of Assets Not Requiring Shareholder Approval |
|
|
317 | (1) |
|
§12.02 Shareholder Approval of Certain Dispositions |
|
|
318 | (1) |
|
Chapter 13 Appraisal Rights |
|
|
319 | (8) |
|
|
|
319 | (1) |
|
§13.02 Right to Appraisal |
|
|
319 | (3) |
|
§13.03 Assertion of Rights by Nominees and Beneficial Owners |
|
|
322 | (1) |
|
Subchapter B Procedure for Exercise of Appraisal Rights |
|
|
323 | (1) |
|
§13.20 Notice of Appraisal Rights |
|
|
323 | (1) |
|
§13.21 Notice of Intent to Demand Payment |
|
|
323 | (1) |
|
§13.22 Appraisal Notice and Form |
|
|
323 | (1) |
|
§13.23 Perfection of Rights; Right to Withdraw |
|
|
324 | (1) |
|
|
|
325 | (1) |
|
§13.26 Procedure If Shareholder Dissatisfied with Payment or Offer |
|
|
325 | (1) |
|
Subchapter C Judicial Appraisal of Shares |
|
|
326 | (1) |
|
|
|
326 | (1) |
|
§13.31 Court Costs and Counsel Fees |
|
|
327 | (1) |
|
|
|
327 | (4) |
|
Subchapter A Voluntary Dissolution |
|
|
327 | (1) |
|
§14.02 Dissolution by Board of Directors and Shareholders |
|
|
327 | (1) |
|
§14.03 Articles of Dissolution |
|
|
328 | (1) |
|
§14.05 Effect of Dissolution |
|
|
328 | (1) |
|
Subchapter B Administrative Dissolution |
|
|
329 | (1) |
|
§14.20 Grounds for Administrative Dissolution |
|
|
329 | (1) |
|
Subchapter C Judicial Dissolution |
|
|
329 | (1) |
|
§14.30 Grounds for Judicial Dissolution |
|
|
329 | (1) |
|
§14.32 Receivership or Custodianship |
|
|
330 | (1) |
|
§14.34 Election to Purchase in Lieu of Dissolution |
|
|
330 | (1) |
|
Chapter 15 Foreign Corporations |
|
|
331 | (1) |
|
Subchapter A Certificate of Authority |
|
|
331 | (1) |
|
§15.01 Authority to Transact Business Required |
|
|
331 | (1) |
|
§15.07 Registered Office and Registered Agent of Foreign Corporation |
|
|
332 | (1) |
|
Chapter 16 Records and Reports |
|
|
332 | (5) |
|
|
|
332 | (1) |
|
|
|
332 | (1) |
|
§16.02 Inspection of Records by Shareholders |
|
|
333 | (1) |
|
§16.03 Scope of Inspection Right |
|
|
334 | (1) |
|
§16.04 Court-Ordered Inspection |
|
|
334 | (1) |
|
§16.05 Inspection of Records by Directors |
|
|
334 | (1) |
|
|
|
335 | (1) |
|
§16.20 Financial Statements for Shareholders |
|
|
335 | (2) |
|
New York Business Corporation Act |
|
|
337 | (26) |
|
Article 5 Corporate Finance |
|
|
337 | (13) |
|
|
|
337 | (1) |
|
§502 Issue of Any Class of Preferred Shares in Series |
|
|
338 | (2) |
|
§503 Subscription for Shares; Time of Payment, Forfeiture for Default |
|
|
340 | (1) |
|
§504 Consideration and Payment for Shares |
|
|
341 | (1) |
|
§505 Rights and Options to Purchase Shares; Issue of Rights and Options to Directors, Officers and Employees |
|
|
342 | (2) |
|
§506 Determination of Stated Capital |
|
|
344 | (1) |
|
§510 Dividends or Other Distributions in Cash or Property |
|
|
345 | (1) |
|
§511 Share Distributions and Changes |
|
|
345 | (2) |
|
|
|
347 | (1) |
|
§513 Purchase, Redemption and Certain Other Transactions by a Corporation with Respect to Its Own Shares |
|
|
348 | (1) |
|
§514 Agreements for Purchase by a Corporation of Its Own Shares |
|
|
348 | (1) |
|
|
|
349 | (1) |
|
§516 Reduction of Stated Capital in Certain Cases |
|
|
349 | (1) |
|
|
|
350 | (2) |
|
§624 Books and Records; Right of Inspection, Prima Facie Evidence |
|
|
350 | (2) |
|
Article 8 Amendments and Changes |
|
|
352 | (2) |
|
§801 Right to Amend Certificate of Incorporation |
|
|
352 | (1) |
|
§802 Reduction of Stated Capital by Amendment |
|
|
353 | (1) |
|
§804 Class Voting on Amendment |
|
|
353 | (1) |
|
Article 9 Merger of Consolidation; Guarantee; Disposition of Assets |
|
|
354 | (9) |
|
§912 Requirements Relating to Certain Business Combinations |
|
|
354 | (9) |
|
Indiana Code: Standard of Conduct for Directors |
|
|
363 | (6) |
|
Chapter 35 Standards of Conduct for Directors |
|
|
363 | (6) |
|
IC 23-1-35-1 Standards of Conduct; Liability; Reaffirmation of Corporate Governance Rules; Presumption |
|
|
363 | (3) |
|
IC 23-1-35-2 Conflict of Interest Transaction |
|
|
366 | (1) |
|
IC 23-1-35-3 Loan or Guarantee to Director |
|
|
367 | (1) |
|
IC 23-1-35-4 Unlawful Distribution; Liability; Contribution |
|
|
367 | (2) |
|
American Law Institute, Principles of Corporate Governance: Analysis and Recommendations (1994) |
|
|
369 | (20) |
|
Part II The Objective and Conduct of the Corporation |
|
|
370 | (1) |
|
§2.01 The Objective and Conduct of the Corporation |
|
|
370 | (1) |
|
Part IV Duty of Care and the Business Judgment Rule |
|
|
371 | (3) |
|
§4.01 Duty of Care of Directors and Officers; the Business Judgment Rule |
|
|
371 | (2) |
|
§4.02 Reliance on Directors, Officers, Employees, Experts, and Other Persons |
|
|
373 | (1) |
|
§4.03 Reliance on a Committee of the Board |
|
|
373 | (1) |
|
Part V Duty of Fair Dealing |
|
|
374 | (7) |
|
§5.02 [ Senior Officer and Director] Transactions with the Corporation |
|
|
374 | (1) |
|
§5.03 Compensation of Directors and Senior Executives |
|
|
375 | (1) |
|
§8.04 Use by a Director or Senior Executive of Corporate Property, Material Non-Public Corporate Information, or Corporate Position |
|
|
376 | (1) |
|
§5.05 Taking of Corporate Opportunities by Directors or Senior Executives |
|
|
376 | (2) |
|
§5.06 Competition with the Corporation |
|
|
378 | (1) |
|
§5.07 Transactions Between Corporations with Common Directors or Senior Executives |
|
|
378 | (1) |
|
§5.10 Transactions by a Controlling Shareholder with the Corporation |
|
|
378 | (1) |
|
§5.11 Use by a Controlling Shareholder of Corporate Property, Material Non-Public Corporate Information, or Corporate Position |
|
|
379 | (1) |
|
§5.12 Taking of Corporate Opportunities by a Controlling Shareholder |
|
|
380 | (1) |
|
§5.16 Disposition of Voting Equity Securities by a Controlling Shareholder to Third Parties |
|
|
380 | (1) |
|
|
|
381 | (8) |
|
§7.01 Direct and Derivative Actions Distinguished |
|
|
381 | (1) |
|
§7.02 Standing to Commence and Maintain a Derivative Action |
|
|
382 | (1) |
|
§7.03 Exhaustion of Intracorporate Remedies: The Demand Rule |
|
|
382 | (1) |
|
§7.04 Pleading, Demand Rejection, Procedure, and Costs in a Derivative Action |
|
|
383 | (1) |
|
§7.05 Board or Committee Authority in Regard to a Derivative Action |
|
|
384 | (1) |
|
§7.07 Dismissal of a Derivative Action Based on a Motion Requesting Dismissal by the Board or a Committee: General Statement |
|
|
385 | (1) |
|
§7.08 Dismissal of a Derivative Action Against Directors, Senior Executives, Controlling Persons, or Associates Based on a Motion Requesting Dismissal by the Board or a Committee |
|
|
385 | (1) |
|
§7.09 Procedures for Requesting Dismissal of a Derivative Action |
|
|
386 | (1) |
|
§7.10 Standard of Judicial Review with Regard to a Board or Committee Motion Requesting Dismissal of a Derivative Action Under §7.08 |
|
|
387 | (1) |
|
§7.11 Dismissal of a Derivative Action Based upon Action by the Shareholders |
|
|
388 | (1) |
|
Federal Rules of Civil Procedure |
|
|
389 | (4) |
|
|
|
389 | (3) |
|
Rule 23.1 Derivative Actions by Shareholders |
|
|
392 | (1) |
|
Uniform Fraudulent Transfer Act (1984) |
|
|
393 | (6) |
|
|
|
393 | (1) |
|
|
|
393 | (1) |
|
§4 Transfers Fraudulent as to Present and Future Creditors |
|
|
394 | (1) |
|
§5 Transfers Fraudulent as to Present Creditors |
|
|
395 | (1) |
|
§6 When Transfer Is Made or Obligation Is Incurred |
|
|
395 | (1) |
|
|
|
396 | (1) |
|
§8 Defenses, Liability, and Protection of Transferee |
|
|
396 | (1) |
|
§9 Extinguishment of [ Claim for Relief] [ Cause of Action] |
|
|
397 | (2) |
|
Securities Exchange Act of 1934 |
|
|
399 | (82) |
|
§78j Manipulative and Deceptive Devices [ Section 10] |
|
|
400 | (1) |
|
|
|
401 | (8) |
|
§240.10b-5 Employment of Manipulative and Deceptive Devices |
|
|
401 | (1) |
|
§240.10b5-1 Trading "on the Basis of" Material Nonpublic Information in Insider Trading Cases |
|
|
401 | (1) |
|
§240.10b5-2 Duties of Trust or Confidence in Misappropriation Insider Trading Cases |
|
|
402 | (1) |
|
Section 12 1934 Act Issuer Registration Requirement |
|
|
403 | (1) |
|
§78l Registration Requirements for Securities [ Section 12] |
|
|
403 | (2) |
|
Section 13(a)-(b) Issuer Reporting Requirements |
|
|
405 | (1) |
|
§78m Periodical and Other Reports [ Section 13] |
|
|
405 | (2) |
|
Section 13(d) 5% Block Reporting Requirement |
|
|
407 | (2) |
|
Rules Under Section 13(d) |
|
|
409 | (7) |
|
§240.13d-1 Filing of Schedules 13D and 13G |
|
|
409 | (3) |
|
§240.13d-2 Filing of Amendments to Schedules 13D or 13G |
|
|
412 | (2) |
|
§240.13d-5 Acquisition of Securities |
|
|
414 | (1) |
|
Section 13(e) SEC Rule-Making Authority over Issuer Self-Purchases |
|
|
415 | (1) |
|
Rules Under Section 13(e) |
|
|
416 | (9) |
|
§240.13e-1 Purchase of Securities by the Issuer During a Third-Party Tender Offer |
|
|
416 | (1) |
|
§240.13e-3 Going Private Transactions by Certain Issuers or Their Affiliates |
|
|
416 | (6) |
|
§240.13e-4 Tender Offers by Issuers |
|
|
422 | (2) |
|
Section 14(a) The Solicitation of Proxies |
|
|
424 | (1) |
|
§78n Proxies [ Section 14] |
|
|
424 | (1) |
|
Proxy Rules Under Section 14(a) |
|
|
425 | (27) |
|
|
|
425 | (1) |
|
§240.14a-2 Solicitations to Which §240.14a-3 to §240.14a-15 Apply |
|
|
426 | (3) |
|
§240.14a-3 Information to Be Furnished to Security Holders |
|
|
429 | (1) |
|
§240.14a-4 Requirements as to Proxy |
|
|
429 | (4) |
|
§240.14a-6 Filing Requirements |
|
|
433 | (2) |
|
§240.14a-7 Obligations of Registrants to Provide a List of, or Mail Soliciting Material to, Security Holders |
|
|
435 | (2) |
|
§240.14a-8 Shareholder Proposals |
|
|
437 | (6) |
|
§240.14a-9 False or Misleading Statements |
|
|
443 | (1) |
|
§240.14a-12 Solicitation Before Furnishing a Proxy Statement |
|
|
444 | (1) |
|
§240.14a-16 Internet Availability of Proxy Materials |
|
|
445 | (6) |
|
Sections 14(d)-(e) Tender Offers |
|
|
451 | (1) |
|
Tender Offer Rules Under Sections 14(d) and 14(e) |
|
|
452 | (29) |
|
§240.14d-1 Scope of and Definitions Applicable to Regulations 14D and 14E |
|
|
452 | (1) |
|
§240.14d-2 Commencement of a Tender Offer |
|
|
453 | (1) |
|
§240.14d-3 Filing and Transmission of Tender Offer Statement |
|
|
453 | (1) |
|
§240.14d-4 Dissemination of Tender Offers to Security Holders |
|
|
454 | (1) |
|
§240.14d-5 Dissemination of Certain Tender Offers by the Use of Stockholder Lists and Security Position Listings |
|
|
455 | (3) |
|
§240.14d-6 Disclosure of Tender Offer Information to Security Holders |
|
|
458 | (2) |
|
§240.14d-7 Additional Withdrawal Rights |
|
|
460 | (1) |
|
§240.14d-8 Exemption from Statutory Pro Rata Requirements |
|
|
461 | (1) |
|
§240.14d-9 Recommendation or Solicitation by the Subject Company and Others |
|
|
461 | (3) |
|
§240.14d-10 Equal Treatment of Security Holders |
|
|
464 | (1) |
|
§240.14e-1 Unlawful Tender Offer Practices |
|
|
465 | (1) |
|
§240.14e-2 Position of Subject Company with Respect to a Tender Offer |
|
|
466 | (1) |
|
§240.14e-3 Transactions in Securities on the Basis of Material, Nonpublic Information in the Context of Tender Offers |
|
|
466 | (2) |
|
Section 16 Ban on Short-Swing Profits |
|
|
468 | (1) |
|
§78p Directors, Officers, and Principal Stockholders [ Section 16] |
|
|
468 | (2) |
|
§78t-1 Liability to Contemporaneous Traders for Insider Trading [ Section 20A] |
|
|
470 | (1) |
|
Short-Swing Profit Rules Under Section 16 |
|
|
471 | (1) |
|
§240.16a-1 Definition of Terms |
|
|
471 | (2) |
|
§240.16a-2 Persons and Transactions Subject to Section 16 |
|
|
473 | (1) |
|
§240.16a-3 Reporting Transactions and Holdings |
|
|
474 | (3) |
|
Section 21(a) Authority to Impose Civil Penalties for Insider Trading |
|
|
477 | (1) |
|
§78u-1 Civil Penalties for Insider Trading [ Section 21A] |
|
|
477 | (4) |
|
|
|
481 | (4) |
|
§243.100 General Rule Regarding Selective Disclosure |
|
|
481 | (1) |
|
|
|
481 | (2) |
|
§243.102 No Effect on Antifraud Liability |
|
|
483 | (2) |
|
Regulation S-K---Standard Instructions for Filing Forms Under Securities Act of 1933, Securities Exchange Act of 1934 and Energy Policy and Conservation Act of 1975 |
|
|
485 | (64) |
|
|
|
486 | (1) |
|
§229.10 (Item 10) General |
|
|
486 | (1) |
|
|
|
486 | (4) |
|
§229.101 (Item 101) Description of Business |
|
|
486 | (3) |
|
§229.102 (Item 102) Description of Property |
|
|
489 | (1) |
|
§229.103 (Item 103) Legal Proceedings |
|
|
489 | (1) |
|
Subpart 200 Securities of the Registrant |
|
|
490 | (1) |
|
§229.201 (Item 201) Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters |
|
|
490 | (1) |
|
Subpart 300 Financial Information |
|
|
491 | (9) |
|
§229.301 (Item 301) Selected Financial Data |
|
|
491 | (1) |
|
§229.303 (Item 303) Management's Discussion and Analysis of Financial Condition and Results of Operations |
|
|
492 | (3) |
|
§229.304 (Item 304) Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
|
|
495 | (4) |
|
§229.307 (Item 307) Disclosure Controls and Procedures |
|
|
499 | (1) |
|
§229.308 (Item 308) Internal Control over Financial Reporting |
|
|
499 | (1) |
|
Subpart 400 Management and Certain Securities Holders |
|
|
500 | (34) |
|
§229.401 (Item 401) Directors, Executive Officers, Promoters and Control Persons |
|
|
500 | (1) |
|
§229.402 (Item 402) Executive Compensation |
|
|
501 | (16) |
|
§229.403 (Item 403) Security Ownership of Certain Beneficial Owners and Management |
|
|
517 | (1) |
|
§229.404 (Item 404) Transactions with Related Persons, Promoters and Certain Control Persons |
|
|
518 | (4) |
|
§229.405 (Item 405) Compliance with Section 16(a) of the Exchange Act |
|
|
522 | (1) |
|
§229.406 (Item 406) Code of Ethics |
|
|
522 | (1) |
|
§229.407 (Item 407) Corporate Governance |
|
|
523 | (11) |
|
Subpart 229.1000 Mergers and Acquisitions |
|
|
534 | (15) |
|
§229.1000 (Item 1000) Definitions |
|
|
534 | (1) |
|
§229.1001 (Item 1001) Summary Term Sheet |
|
|
534 | (1) |
|
§229.1002 (Item 1002) Subject Company Information |
|
|
535 | (1) |
|
§229.1003 (Item 1003) Identity and Background of Filing Person |
|
|
535 | (1) |
|
§229.1004 (Item 1004) Terms of the Transaction |
|
|
536 | (1) |
|
§229.1005 (Item 1005) Past Contacts, Transactions, Negotiations and Agreements |
|
|
537 | (2) |
|
§229.1006 (Item 1006) Purpose of the Transaction and Plans Proposals |
|
|
539 | (1) |
|
§229.1007 (Item 1007) Source and Amount of Funds or Other Consideration |
|
|
540 | (1) |
|
§229.1008 (Item 1008) Interest in Securities of the Subject Company |
|
|
541 | (1) |
|
§229.1009 (Item 1009) Persons/Assets, Retained, Employed, Compensated or Used |
|
|
541 | (1) |
|
§229.1010 (Item 1010) Financial Statements |
|
|
542 | (1) |
|
§229.1011 (Item 1011) Additional Information |
|
|
543 | (1) |
|
§229.1012 (Item 1012) The Solicitation or Recommendation |
|
|
543 | (1) |
|
§229.1013 (Item 1013) Purposes, Alternatives, Reasons and Effects in a Going-Private Transaction |
|
|
544 | (1) |
|
§229.1014 (Item 1014) Fairness of the Going-Private Transaction |
|
|
545 | (1) |
|
§229.1015 (Item 1015) Reports, Opinions, Appraisals and Negotiations |
|
|
546 | (3) |
|
Sarbanes-Oxley Act of 2002 |
|
|
549 | (12) |
|
Title I Public Company Accounting Oversight Board |
|
|
549 | (3) |
|
§101 Establishment; Administrative Provisions |
|
|
549 | (1) |
|
§103 Auditing, Quality Control, and Independence Standards and Rules |
|
|
550 | (1) |
|
§104 Inspections of Registered Public Accounting Firms |
|
|
551 | (1) |
|
Title II Auditor Independence |
|
|
552 | (2) |
|
§201 Services Outside the Scope of Practice of Auditors |
|
|
552 | (1) |
|
§203 Audit Partner Rotation |
|
|
553 | (1) |
|
§204 Auditor Reports to Audit Committees |
|
|
553 | (1) |
|
Title III Corporate Responsibility |
|
|
554 | (3) |
|
§301 Public Company Audit Committees |
|
|
554 | (1) |
|
§302 Corporate Responsibility for Financial Reports |
|
|
555 | (1) |
|
§303 Improper Influence on Conduct of Audits |
|
|
556 | (1) |
|
§304 Forfeiture of Certain Bonuses and Profits |
|
|
556 | (1) |
|
§307 Rules of Professional Responsibility for Attorneys |
|
|
556 | (1) |
|
Title IV Enhanced Financial Disclosures |
|
|
557 | (4) |
|
§402 Enhanced Conflict of Interest Provisions |
|
|
557 | (1) |
|
§404 Management Assessment of Internal Controls |
|
|
557 | (1) |
|
§406 Code of Ethics for Senior Financial Officers |
|
|
558 | (1) |
|
§407 Disclosure of Audit Committee Financial Expert |
|
|
559 | (2) |
|
New York Stock Exchange Listed Company Manual |
|
|
561 | (16) |
|
303A.00 Corporate Governance Standards |
|
|
561 | (1) |
|
303A.01 Independent Directors |
|
|
561 | (1) |
|
303A.02 Independence Tests |
|
|
561 | (2) |
|
303A.03 Executive Sessions |
|
|
563 | (1) |
|
303A.04 Nominating/Corporate Governance Committee |
|
|
563 | (1) |
|
303A.05 Compensation Committee |
|
|
564 | (1) |
|
|
|
565 | (1) |
|
303A.07 Audit Committee Additional Requirements |
|
|
566 | (2) |
|
303A.08 Shareholder Approval of Equity Compensation Plans |
|
|
568 | (2) |
|
312.03 Shareholder Approval |
|
|
570 | (2) |
|
|
|
572 | (5) |
|
Hart-Scott-Rodino Antitrust Improvement Act |
|
|
577 | (4) |
|
|
|
577 | (1) |
|
§801.13 Aggregation of Voting Securities, Assets and Non-Corporate Interests |
|
|
577 | (1) |
|
§802.21 Acquisitions of Voting Securities Not Meeting or Exceeding Greater Notification Threshold (as Adjusted) |
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578 | (3) |
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European Takeover Directive |
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|
581 | (14) |
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|
581 | (1) |
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|
582 | (1) |
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Article 3 General Principles |
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|
583 | (1) |
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Article 5 Protection of Minority Shareholders, the Mandatory Bid and the Equitable Price |
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583 | (2) |
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Article 6 Information Concerning Bids |
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585 | (1) |
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Article 7 Time Allowed for Acceptance |
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586 | (1) |
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587 | (1) |
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Article 9 Obligations of the Board of the Offeree Company |
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587 | (1) |
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Article 10 Information on Companies as Referred to in Article 1(1) |
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588 | (1) |
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589 | (1) |
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Article 12 Optional Arrangements |
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590 | (1) |
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Article 13 Other Rules Applicable to the Conduct of Bids |
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591 | (1) |
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Article 15 The Right of Squeeze-Out |
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591 | (1) |
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Article 16 The Right of Sell-Out |
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592 | (1) |
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|
592 | (1) |
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593 | (1) |
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593 | (2) |
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Emergency Economic Stabilization Act of 2008 |
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595 | (6) |
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§302 Special Rules for Tax Treatment of Executive Compensation of Employers Participating in the Troubled Assets Relief Program |
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595 | (6) |
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American Recovery and Reinvestment Act of 2009 |
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601 | |
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Title VII Limits on Executive Compensation |
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601 | |
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§7001 Executive Compensation and Corporate Governance |
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601 | |
