| Acknowledgments |
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xxxiii | |
| Restatement (2d) Agency (1958) |
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1 | (18) |
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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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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) |
| Restatement (3d) Agency (2006) |
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19 | (22) |
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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 | (2) |
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22 | (1) |
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2.02 Scope of Actual Authority |
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23 | (1) |
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23 | (1) |
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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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24 | (1) |
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2.07 Restitution of Benefit |
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24 | (1) |
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Chapter 3 Creation and Termination of Authority and Agency Relationships |
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24 | (5) |
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3.01 Creation of Actual Authority |
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24 | (1) |
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24 | (1) |
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3.03 Creation of Apparent Authority |
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24 | (3) |
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3.06 Termination of Actual Authority-In General |
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27 | (1) |
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3.09 Termination by Agreement or by Occurrence of Changed Circumstances |
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27 | (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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28 | (1) |
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29 | (2) |
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4.01 Ratification Defined |
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29 | (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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30 | (1) |
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30 | (1) |
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4.05 Timing of Ratification |
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30 | (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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31 | (1) |
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5.01 Notifications and Notice-In General |
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31 | (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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32 | (2) |
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6.01 Agent for Disclosed Principal |
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32 | (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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33 | (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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34 | (2) |
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7.03 Principal's Liability-In General |
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34 | (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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35 | (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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36 | (23) |
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8.01 General Fiduciary Principle |
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36 | (1) |
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8.02 Material Benefit Arising Out of Position |
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36 | (1) |
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8.03 Acting as or on Behalf of an Adverse Party |
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37 | (1) |
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37 | (1) |
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8.05 Use of Principal's Property; Use of Confidential Information |
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37 | (1) |
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37 | (1) |
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8.07 Duty Created by Contract |
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38 | (1) |
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8.08 Duties of Care, Competence, and Diligence |
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38 | (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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38 | (1) |
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8.10 Duty of Good Conduct |
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38 | (1) |
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8.11 Duty to Provide Information |
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38 | (1) |
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39 | (1) |
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8.15 Principal's Duty to Deal Fairly and in Good Faith |
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39 | (2) |
| Restatement (Second) of Trusts |
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41 | (2) |
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203 Accountability for Profits in the Absence of a Breach of Trust |
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41 | (1) |
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205 Liability in Case of Breach of Trust |
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41 | (1) |
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206 Liability for Breach of Loyalty |
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41 | (2) |
| Uniform Partnership Act (1914) |
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43 | (16) |
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44 | (1) |
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7 Rules for Determining the Existence of a Partnership |
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44 | (1) |
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44 | (1) |
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9 Partner Agent of Partnership as to Partnership Business |
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45 | (1) |
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10 Conveyance of Real Property of the Partnership |
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45 | (1) |
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11 Partnership Bound by Admission of Partner |
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46 | (1) |
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12 Partnership Charged with Knowledge of or Notice to Partner |
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46 | (1) |
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13 Partnership Bound by Partner's Wrongful Act |
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46 | (1) |
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14 Partnership Bound by Partner's Breach of Trust |
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47 | (1) |
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15 Nature of Partner's Liability |
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47 | (1) |
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47 | (1) |
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17 Liability of Incoming Partner |
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48 | (1) |
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18 Rules Determining Rights and Duties of Partners |
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48 | (1) |
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48 | (1) |
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20 Duty of Partners to Render Information |
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49 | (1) |
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21 Partner Accountable as a Fiduciary |
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49 | (1) |
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49 | (1) |
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23 Continuation of Partnership Beyond Fixed Term |
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49 | (1) |
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24 Extent of Property Rights of a Partner |
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50 | (1) |
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25 Nature of a Partner's Right in Specific Partnership Property |
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50 | (1) |
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26 Nature of Partner's Interest in the Partnership |
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50 | (1) |
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27 Assignment of Partner's Interest |
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50 | (1) |
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28 Partner's Interest Subject to Charging Order |
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51 | (1) |
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51 | (1) |
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30 Partnership Not Terminated by Dissolution |
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51 | (1) |
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51 | (1) |
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32 Dissolution by Decree of Court |
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52 | (1) |
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33 General Effect of Dissolution on Authority of Partner |
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52 | (1) |
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34 Right of Partner to Contribution from Co-partners After Dissolution |
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53 | (1) |
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35 Power of Partner to Bind Partnership to Third Persons After Dissolution |
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53 | (1) |
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36 Effect of Dissolution on Partner's Existing Liability |
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53 | (1) |
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54 | (1) |
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38 Rights of Partners to Application of Partnership Property |
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54 | (1) |
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39 Rights Where Partnership Is Dissolved for Fraud or Misrepresentation |
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55 | (1) |
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40 Rules for Distribution |
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55 | (1) |
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41 Liability of Persons Continuing the Business in Certain Cases |
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56 | (1) |
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42 Rights of Retiring or Estate of Deceased Partner When the Business Is Continued |
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57 | (1) |
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58 | (1) |
| Uniform Partnership Act (1997) |
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59 | (24) |
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Article 1 General Provisions |
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60 | (3) |
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60 | (1) |
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61 | (1) |
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103 Effect of Partnership Agreement; Nonwaivable Provisions |
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62 | (1) |
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62 | (1) |
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Article 2 Nature of Partnership |
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63 | (1) |
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201 Partnership as Entity |
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63 | (1) |
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202 Formation of Partnership |
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63 | (1) |
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64 | (1) |
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204 When Property Is Partnership Property |
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64 | (1) |
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Article 3 Relations of Partners to Persons Dealing with Partnership |
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64 | (4) |
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301 Partner Agent of Partnership |
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64 | (1) |
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303 Statement of Partnership Authority |
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65 | (1) |
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305 Partnership Liable for Partner's Actionable Conduct |
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66 | (1) |
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66 | (1) |
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307 Actions By and Against Partnership and Partners |
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67 | (1) |
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308 Liability of Purported Partner |
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67 | (1) |
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Article 4 Relations of Partners to Each Other and to Partnership |
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68 | (2) |
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401 Partner's Rights and Duties |
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68 | (1) |
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403 Partner's Rights and Duties with Respect to Information |
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69 | (1) |
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404 General Standards of Partner's Conduct |
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70 | (1) |
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Article 5 Transferees and Creditors of Partner |
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70 | (2) |
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501 Partner Not Co-owner of Partnership Property |
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70 | (1) |
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502 Partner's Transferable Interest in Partnership |
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71 | (1) |
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503 Transfer of Partner's Transferable Interest |
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71 | (1) |
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504 Partner's Transferable Interest Subject to Charging Order |
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71 | (1) |
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Article 6 Partner's Dissociation |
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72 | (2) |
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601 Events Causing Partner's Dissociation |
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72 | (1) |
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602 Partner's Power to Dissociate; Wrongful Dissociation |
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73 | (1) |
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603 Effect of Partner's Dissociation |
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74 | (1) |
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Article 7 Partner's Dissociation When Business Not Wound Up |
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74 | (3) |
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701 Purchase of Dissociated Partner's Interest |
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74 | (2) |
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702 Dissociated Partner's Power to Bind and Liability to Partnership |
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76 | (1) |
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703 Dissociated Partner's Liability to Other Persons |
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76 | (1) |
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704 Statement of Dissociation |
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77 | (1) |
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Article 8 Winding Up Partnership Business |
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77 | (3) |
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801 Events Causing Dissolution and Winding Up of Partnership Business |
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77 | (1) |
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802 Partnership Continues After Dissolution |
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78 | (1) |
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803 Right to Wind Up Partnership Business |
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79 | (1) |
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804 Partner's Power to Bind Partnership After Dissolution |
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79 | (1) |
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807 Settlement of Accounts and Contributions Among Partners |
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79 | (1) |
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Article 10 Limited Liability Partnership |
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80 | (3) |
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1001 Statement of Qualification |
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80 | (1) |
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81 | (1) |
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81 | (2) |
| Delaware Limited Liability Company Act |
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83 | (42) |
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Subchapter I General Provisions |
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85 | (4) |
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85 | (1) |
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18-104 Registered Office; Registered Agent |
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86 | (1) |
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18-105 Service of Process on Domestic Limited Liability Companies |
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86 | (1) |
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18-106 Nature of Business Permitted; Powers |
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87 | (1) |
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18-107 Business Transactions of Member or Manager with the Limited Liability Company |
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87 | (1) |
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87 | (1) |
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18-109 Service of Process on Managers and Liquidating Trustees |
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87 | (1) |
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18-110 Contested Matters Relating to Managers; Contested Votes |
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88 | (1) |
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18-111 Interpretation and Enforcement of Limited Liability Company Agreement |
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89 | (1) |
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Subchapter II Formation; Certificate of Formation |
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89 | (11) |
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18-201 Certificate of Formation |
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89 | (1) |
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18-202 Amendment to Certificate of Formation |
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90 | (1) |
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18-203 Cancellation of Certificate |
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90 | (1) |
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90 | (1) |
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18-209 Merger and Consolidation |
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91 | (3) |
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18-210 Contractual Appraisal Rights |
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94 | (1) |
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18-214 Conversion of Certain Entities to a Limited Liability Company |
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94 | (1) |
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18-215 Series of Members, Managers or Limited Liability Company Interests or Assets |
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95 | (4) |
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18-216 Approval of Conversion of a Limited Liability Company |
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99 | (1) |
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100 | (6) |
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18-301 Admission of Members |
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100 | (2) |
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18-302 Classes and Voting |
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102 | (1) |
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18-303 Liability to 3rd Parties |
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103 | (1) |
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18-304 Events of Bankruptcy |
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103 | (1) |
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18-305 Access to and Confidentiality of Information; Records |
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104 | (2) |
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18-306 Remedies for Breach of Limited Liability Company Agreement by Member |
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106 | (1) |
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106 | (3) |
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18-401 Admission of Managers |
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106 | (1) |
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18-402 Management of Limited Liability Company |
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106 | (1) |
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18-403 Contributions by a Manager |
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107 | (1) |
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18-404 Classes and Voting |
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107 | (1) |
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18-405 Remedies for Breach of Limited Liability Company Agreement by Manager |
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108 | (1) |
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18-406 Reliance on Reports and Information by Member or Manager |
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108 | (1) |
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18-407 Delegation of Rights and Powers to Manage |
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109 | (1) |
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109 | (2) |
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18-501 Form of Contribution |
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109 | (1) |
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18-502 Liability for Contribution |
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109 | (1) |
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18-503 Allocation of Profits and Losses |
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110 | (1) |
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18-504 Allocation of Distributions |
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111 | (1) |
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18-505 Defense of Usury Not Available |
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111 | (1) |
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Subchapter VI Distributions and Resignation |
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111 | (3) |
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18-601 Interim Distributions |
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111 | (1) |
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18-602 Resignation of Manager |
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111 | (1) |
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18-603 Resignation of Member |
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112 | (1) |
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18-604 Distribution Upon Resignation |
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112 | (1) |
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18-605 Distribution in Kind |
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113 | (1) |
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18-606 Right to Distribution |
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113 | (1) |
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18-607 Limitations on Distribution |
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113 | (1) |
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Subchapter VII Assignment of Limited Liability Company Interests |
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114 | (3) |
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18-701 Nature of Limited Liability Company Interest |
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114 | (1) |
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18-702 Assignment of Limited Liability Company Interest |
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114 | (1) |
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18-703 Member's Limited Liability Company Interest Subject to Charging Order |
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115 | (1) |
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18-704 Right of Assignee to Become Member |
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116 | (1) |
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18-705 Powers of Estate of Deceased or Incompetent Member |
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116 | (1) |
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Subchapter VIII Dissolution |
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117 | (4) |
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117 | (1) |
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18-802 Judicial Dissolution |
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118 | (1) |
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118 | (1) |
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18-804 Distribution of Assets |
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119 | (1) |
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18-805 Trustees or Receivers for Limited Liability Companies; Appointment; Powers; Duties |
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120 | (1) |
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18-806 Revocation of Dissolution |
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121 | (1) |
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Subchapter X Derivative Actions |
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121 | (1) |
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18-1001 Right to Bring Action |
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121 | (1) |
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122 | (1) |
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122 | (1) |
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122 | (1) |
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Subchapter XI Miscellaneous |
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122 | (3) |
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18-1101 Construction and Application of
Chapter and Limited Liability Company Agreement |
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122 | (1) |
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18-1104 Cases Not Provided for in This
Chapter |
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123 | (2) |
| Delaware General Corporation Law |
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125 | (102) |
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128 | (9) |
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101 Incorporators; How Corporation Formed; Purposes |
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128 | (1) |
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102 Contents of Certificate of Incorporation |
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128 | (4) |
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103 Execution, Acknowledgment, Filing, Recording and Effective Date of Original Certificate of Incorporation and Other Instruments; Exceptions |
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132 | (2) |
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104 Certificate of Incorporation; Definition |
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134 | (1) |
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106 Commencement of Corporate Existence |
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134 | (1) |
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107 Powers of Incorporators |
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134 | (1) |
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108 Organization Meeting of Incorporators or Directors Named in Certificate of Incorporation |
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134 | (1) |
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135 | (1) |
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111 Jurisdiction to Interpret, Apply, Enforce or Determine the Validity of Corporate Instruments and Provisions of This Title |
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135 | (1) |
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112 Access to Proxy Solicitation Materials |
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136 | (1) |
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113 Proxy Expense Reimbursement |
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137 | (1) |
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137 | (3) |
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137 | (1) |
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138 | (1) |
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123 Powers Respecting Securities of Other Corporations or Entities |
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139 | (1) |
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124 Effect of Lack of Corporate Capacity or Power; Ultra Vires |
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140 | (1) |
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Subchapter III Registered Office and Registered Agent |
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140 | (1) |
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131 Registered Office in State; Principal Office or Place of Business in State |
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140 | (1) |
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132 Registered Agent in State; Resident Agent |
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140 | (1) |
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Subchapter IV Directors and Officers |
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141 | (9) |
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141 Board of Directors; Powers; Number, Qualifications, Terms and Quorum; Committees; Classes of Directors; Nonprofit Corporations; Reliance Upon Books; Action Without Meeting; Removal |
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141 | (4) |
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142 Officers; Titles, Duties, Selection, Term; Failure to Elect; Vacancies |
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145 | (1) |
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143 Loans to Employees and Officers; Guaranty of Obligations of Employees and Officers |
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146 | (1) |
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144 Interested Directors; Quorum |
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146 | (1) |
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145 Indemnification of Officers, Directors, Employees and Agents; Insurance |
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147 | (2) |
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146 Submission of Matters for Stockholder Vote |
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149 | (1) |
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Subchapter V Stock and Dividends |
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150 | (14) |
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151 Classes and Series of Stock; Redemption; Rights |
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150 | (3) |
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152 Issuance of Stock; Lawful Consideration; Fully Paid Stock |
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153 | (1) |
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153 Consideration for Stock |
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153 | (1) |
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154 Determination of Amount of Capital; Capital, Surplus and Net Assets Defined |
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154 | (1) |
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155 | (1) |
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155 | (1) |
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157 Rights and Options Respecting Stock |
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155 | (1) |
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158 Stock Certificates; Uncertificated Shares |
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156 | (1) |
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159 Shares of Stock; Personal Property, Transfer and Taxation |
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157 | (1) |
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160 Corporation's Powers Respecting Ownership, Voting, etc., of Its Own Stock; Rights of Stock Called for Redemption |
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157 | (1) |
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161 Issuance of Additional Stock; When and by Whom |
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158 | (1) |
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162 Liability of Stockholder or Subscriber for Stock Not Paid in Full |
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158 | (1) |
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163 Payment for Stock Not Paid in Full |
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159 | (1) |
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164 Failure to Pay for Stock; Remedies |
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159 | (1) |
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165 Revocability of Preincorporation Subscriptions |
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160 | (1) |
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166 Formalities Required of Stock Subscriptions |
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160 | (1) |
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167 Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificate or Uncertificated Shares |
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160 | (1) |
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168 Judicial Proceedings to Compel Issuance of New Certificate or Uncertificated Shares |
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160 | (1) |
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169 Situs of Ownership of Stock |
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161 | (1) |
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170 Dividends; Payment; Wasting Asset Corporations |
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161 | (1) |
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171 Special Purpose Reserves |
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162 | (1) |
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172 Liability of Directors and Committee Members as to Dividends or Stock Redemption |
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162 | (1) |
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173 Declaration and Payment of Dividends |
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163 | (1) |
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174 Liability of Directors for Unlawful Payment of Dividend or Unlawful Stock Purchase or Redemption; Exoneration from Liability; Contribution Among Directors; Subrogation |
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163 | (1) |
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Subchapter VI Stock Transfers |
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164 | (7) |
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201 Transfer of Stock, Stock Certificates and Uncertificated Stock |
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164 | (1) |
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202 Restrictions on Transfer and Ownership of Securities |
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164 | (1) |
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203 Business Combinations with Interested Stockholders |
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165 | (6) |
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Subchapter VII Meetings, Elections, Voting and Notice |
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171 | (16) |
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211 Meetings of Stockholders |
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171 | (2) |
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212 Voting Rights of Stockholders; Proxies; Limitations |
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173 | (1) |
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213 Fixing Date for Determination of Stockholders of Record |
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174 | (1) |
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175 | (1) |
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215 Voting Rights of Members of Nonstock Corporations; Quorum; Proxies |
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176 | (1) |
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216 Quorum and Required Vote for Stock Corporations |
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177 | (1) |
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218 Voting Trusts and Other Voting Agreements |
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177 | (1) |
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219 List of Stockholders Entitled to Vote; Penalty for Refusal to Produce; Stock Ledger |
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178 | (1) |
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220 Inspection of Books and Records |
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179 | (1) |
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221 Voting, Inspection and Other Rights of Bondholders and Debenture Holders |
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180 | (1) |
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222 Notice of Meetings and Adjourned Meetings |
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180 | (1) |
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223 Vacancies and Newly Created Directorships |
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181 | (1) |
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225 Contested Election of Directors; Proceedings to Determine Validity |
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182 | (1) |
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226 Appointment of Custodian or Receiver of Corporation on Deadlock or for Other Cause |
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182 | (1) |
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227 Powers of Court in Elections of Directors |
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183 | (1) |
|
228 Consent of Stockholders or Members in Lieu of Meeting |
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183 | (2) |
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185 | (1) |
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231 Voting Procedures and Inspectors of Elections |
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185 | (2) |
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232 Notice by Electronic Transmission |
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187 | (1) |
|
Subchapter VIII Amendment of Certificate of Incorporation; Changes in Capital and Capital Stock |
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187 | (4) |
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241 Amendment of Certificate of Incorporation Before Receipt of Payment for Stock |
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187 | (1) |
|
242 Amendment of Certificate of Incorporation After Receipt of Payment for Stock; Nonstock Corporations |
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187 | (3) |
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190 | (1) |
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190 | (1) |
|
Subchapter IX Merger, Consolidation or Conversion |
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191 | (25) |
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251 Merger or Consolidation of Domestic Corporations and Limited Liability Company |
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191 | (6) |
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252 Merger or Consolidation of Domestic and Foreign Corporations; Service of Process Upon Surviving or Resulting Corporation |
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197 | (3) |
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253 Merger of Parent Corporation and Subsidiary or Subsidiaries |
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200 | (2) |
|
259 Status, Rights, Liabilities, of Constituent and Surviving or Resulting Corporations Following Merger or Consolidation |
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202 | (1) |
|
260 Powers of Corporation Surviving or Resulting from Merger or Consolidation; Issuance of Stock, Bonds or Other Indebtedness |
|
|
203 | (1) |
|
261 Effect of Merger Upon Pending Actions |
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203 | (1) |
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203 | (6) |
|
263 Merger or Consolidation of Domestic Corporation |
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209 | (2) |
|
264 Merger or Consolidation of Domestic Corporation and Limited Liability Company |
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211 | (3) |
|
265 Conversion of Other Entities to a Domestic Corporation |
|
|
214 | (2) |
|
Subchapter X Sale of Assets, Dissolution and Winding Up |
|
|
216 | (11) |
|
271 Sale, Lease or Exchange of Assets; Consideration; Procedure |
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216 | (1) |
|
272 Mortgage or Pledge of Assets |
|
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217 | (1) |
|
273 Dissolution of Joint Venture Corporation Having 2 Stockholders |
|
|
217 | (1) |
|
274 Dissolution Before Issuance of Shares or Beginning of Business; Procedure |
|
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218 | (1) |
|
275 Dissolution Generally; Procedure |
|
|
218 | (1) |
|
277 Payment of Franchise Taxes Before Dissolution or Merger |
|
|
219 | (1) |
|
278 Continuation of Corporation After Dissolution for Purposes of Suit and Winding up Affairs |
|
|
219 | (1) |
|
279 Trustees or Receivers for Dissolved Corporations; Appointment; Powers; Duties |
|
|
220 | (1) |
|
280 Notice to Claimants; Filing of Claims |
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|
220 | (3) |
|
281 Payment and Distribution to Claimants and Stockholders |
|
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223 | (1) |
|
282 Liability of Stockholders of Dissolved Corporations |
|
|
224 | (3) |
| Model Business Corporation Act (1984) |
|
227 | (78) |
|
Chapter 1 General Provisions |
|
|
230 | (1) |
|
1.02 Reservation of Power to Amend or Repeal |
|
|
230 | (1) |
|
|
|
231 | (1) |
|
|
|
231 | (2) |
|
|
|
231 | (1) |
|
2.02 Articles of Incorporation |
|
|
231 | (1) |
|
|
|
232 | (1) |
|
2.04 Liability for Preincorporation Transactions |
|
|
232 | (1) |
|
2.05 Organization of Corporation |
|
|
232 | (1) |
|
|
|
233 | (1) |
|
Chapter 3 Purposes and Powers |
|
|
233 | (2) |
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|
|
233 | (1) |
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|
|
233 | (1) |
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|
|
234 | (1) |
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|
|
235 | (1) |
|
|
|
235 | (1) |
|
Chapter 5 Office and Agent |
|
|
235 | (1) |
|
5.01 Registered Office and Registered Agent |
|
|
235 | (1) |
|
Chapter 6 Shares and Distributions |
|
|
236 | (7) |
|
|
|
236 | (2) |
|
|
|
236 | (1) |
|
6.02 Terms of Class or Series Determined by Board of Directors |
|
|
237 | (1) |
|
6.03 Issued and Outstanding Shares |
|
|
237 | (1) |
|
Subchapter B Issuance of Shares |
|
|
238 | (3) |
|
6.20 Subscription for Shares Before Incorporation |
|
|
238 | (1) |
|
|
|
238 | (1) |
|
6.22 Liability of Shareholders |
|
|
239 | (1) |
|
|
|
240 | (1) |
|
|
|
240 | (1) |
|
6.27 Restriction on Transfer of Shares and Other Securities |
|
|
240 | (1) |
|
Subchapter C Subsequent Acquisition of Shares by Shareholders and Corporation |
|
|
241 | (1) |
|
6.30 Shareholders' Preemptive Rights |
|
|
241 | (1) |
|
6.31 Corporation's Acquisition of Its Own Shares |
|
|
242 | (1) |
|
Subchapter D Distributions |
|
|
242 | (1) |
|
6.40 Distributions to Shareholders |
|
|
242 | (1) |
|
|
|
243 | (11) |
|
|
|
243 | (3) |
|
|
|
243 | (1) |
|
|
|
244 | (1) |
|
7.04 Action Without Meeting |
|
|
244 | (1) |
|
|
|
244 | (1) |
|
|
|
245 | (1) |
|
|
|
245 | (1) |
|
7.08 Conduct of the Meeting |
|
|
245 | (1) |
|
|
|
246 | (3) |
|
7.20 Shareholders' List for Meeting |
|
|
246 | (1) |
|
7.21 Voting Entitlement of Shares |
|
|
246 | (1) |
|
|
|
247 | (1) |
|
7.25 Quorum and Voting Requirements for Voting Groups |
|
|
247 | (1) |
|
7.26 Action by Single and Multiple Voting Groups |
|
|
248 | (1) |
|
7.27 Greater Quorum or Voting Requirements |
|
|
248 | (1) |
|
7.28 Voting for Directors; Cumulative Voting |
|
|
248 | (1) |
|
7.29 Inspectors of Election |
|
|
249 | (1) |
|
Subchapter C Voting Trusts and Agreements |
|
|
249 | (2) |
|
|
|
249 | (1) |
|
|
|
250 | (1) |
|
7.32 Shareholder Agreements |
|
|
250 | (1) |
|
Subchapter D Derivative Proceedings |
|
|
251 | (3) |
|
7.40 Subchapter Definitions |
|
|
251 | (1) |
|
|
|
252 | (1) |
|
|
|
252 | (1) |
|
|
|
252 | (1) |
|
|
|
252 | (1) |
|
7.45 Discontinuance or Settlement |
|
|
253 | (1) |
|
|
|
253 | (1) |
|
Chapter 8 Directors and Officers |
|
|
254 | (18) |
|
Subchapter A Board of Directors |
|
|
254 | (3) |
|
8.01 Requirement for and Duties of Board of Directors |
|
|
254 | (1) |
|
8.03 Number and Election of Directors |
|
|
254 | (1) |
|
8.04 Election of Directors by Certain Classes of Shareholders |
|
|
254 | (1) |
|
8.05 Terms of Directors Generally |
|
|
255 | (1) |
|
8.06 Staggered Terms for Directors a |
|
|
255 | (1) |
|
8.07 Resignation of Directors |
|
|
255 | (1) |
|
8.08 Removal of Directors by Shareholders |
|
|
256 | (1) |
|
8.09 Removal of Directors by Judicial Proceeding |
|
|
256 | (1) |
|
|
|
256 | (1) |
|
8.11 Compensation of Directors |
|
|
257 | (1) |
|
Subchapter B Meetings and Action of the Board |
|
|
257 | (2) |
|
|
|
257 | (1) |
|
8.21 Action Without Meeting |
|
|
257 | (1) |
|
|
|
257 | (1) |
|
|
|
257 | (1) |
|
|
|
258 | (1) |
|
|
|
258 | (1) |
|
|
|
259 | (3) |
|
8.30 Standards of Conduct for Directors |
|
|
259 | (1) |
|
8.31 Standards of Liability for Directors |
|
|
260 | (1) |
|
8.33 Directors' Liability for Unlawful Distributions |
|
|
261 | (1) |
|
|
|
262 | (2) |
|
|
|
262 | (1) |
|
8.42 Standards of Conduct for Officers |
|
|
262 | (1) |
|
8.43 Resignation and Removal of Officers |
|
|
263 | (1) |
|
8.44 Contract Rights of Officers |
|
|
263 | (1) |
|
Subchapter E Indemnification and Advance for Expenses |
|
|
264 | (4) |
|
8.50 Subchapter Definitions |
|
|
264 | (1) |
|
8.51 Permissible Indemnification |
|
|
264 | (1) |
|
8.52 Mandatory Indemnification |
|
|
265 | (1) |
|
8.53 Advance for Expenses |
|
|
265 | (1) |
|
8.54 Court-Ordered Indemnification and Advance for Expenses |
|
|
266 | (1) |
|
8.55 Determination and Authorization of Indemnification |
|
|
266 | (1) |
|
8.56 Indemnification of Officers |
|
|
267 | (1) |
|
|
|
268 | (1) |
|
8.58 Variation by Corporate Action; Application of Subchapter |
|
|
268 | (1) |
|
8.59 Exclusivity of Subchapter |
|
|
268 | (1) |
|
Subchapter F Directors' Conflicting Interest Transactions Introductory Comment |
|
|
268 | (4) |
|
8.60 Subchapter Definitions |
|
|
268 | (2) |
|
|
|
270 | (1) |
|
|
|
270 | (1) |
|
8.63 Shareholders' Action |
|
|
271 | (1) |
|
Chapter 10 Amendment of Articles of Incorporation and Bylaws |
|
|
272 | (5) |
|
Subchapter A Amendment of Articles of Incorporation |
|
|
272 | (4) |
|
|
|
272 | (1) |
|
10.02 Amendment Before Issuance of Shares |
|
|
272 | (1) |
|
10.03 Amendment by Board of Directors and Shareholders |
|
|
272 | (1) |
|
10.04 Voting on Amendments by Voting Groups |
|
|
273 | (1) |
|
10.05 Amendment by Board of Directors |
|
|
274 | (1) |
|
10.06 Articles of Amendment |
|
|
274 | (1) |
|
10.09 Effect of Amendment |
|
|
275 | (1) |
|
Subchapter B Amendment of Bylaws |
|
|
276 | (11) |
|
10.20 Amendment by Board of Directors or Shareholders |
|
|
276 | (1) |
|
10.21 Bylaw Increasing Quorum or Voting Requirement for Directors |
|
|
276 | (1) |
|
10.22 Bylaw Provisions Relating to the Election of Directors |
|
|
276 | (1) |
|
Chapter 11 Mergers and Share Exchanges |
|
|
277 | (8) |
|
|
|
277 | (1) |
|
|
|
278 | (1) |
|
|
|
279 | (2) |
|
11.04 Action on a Plan of Merger or Share Exchange |
|
|
281 | (1) |
|
11.05 Merger Between Parent and Subsidiary or Between Subsidiaries |
|
|
282 | (1) |
|
11.06 Articles of Merger or Share Exchange |
|
|
283 | (1) |
|
11.07 Effect of Merger or Share Exchange |
|
|
284 | (1) |
|
Chapter 12 Disposition of Assets |
|
|
285 | (2) |
|
12.01 Disposition of Assets Not Requiring Shareholder Approval |
|
|
285 | (1) |
|
12.02 Shareholder Approval of Certain Dispositions |
|
|
286 | (1) |
|
Chapter 13 Appraisal Rights |
|
|
287 | (8) |
|
|
|
287 | (1) |
|
|
|
287 | (3) |
|
13.03 Assertion of Rights by Nominees and Beneficial Owners |
|
|
290 | (1) |
|
Subchapter B Procedure for Exercise of Appraisal Rights |
|
|
291 | (3) |
|
13.20 Notice of Appraisal Rights |
|
|
291 | (1) |
|
13.21 Notice of Intent to Demand Payment |
|
|
291 | (1) |
|
13.22 Appraisal Notice and Form |
|
|
291 | (1) |
|
13.23 Perfection of Rights; Right to Withdraw |
|
|
292 | (1) |
|
|
|
293 | (1) |
|
13.26 Procedure If Shareholder Dissatisfied with Payment or Offer |
|
|
293 | (1) |
|
Subchapter C Judicial Appraisal of Shares |
|
|
294 | (1) |
|
|
|
294 | (1) |
|
13.31 Court Costs and Counsel Fees |
|
|
295 | (1) |
|
|
|
295 | (5) |
|
Subchapter A Voluntary Dissolution |
|
|
295 | (3) |
|
14.02 Dissolution by Board of Directors and Shareholders |
|
|
295 | (1) |
|
14.03 Articles of Dissolution |
|
|
296 | (1) |
|
14.05 Effect of Dissolution |
|
|
296 | (1) |
|
14.07 Unknown Claims Against Dissolved Corporation |
|
|
297 | (1) |
|
Subchapter B Administrative Dissolution |
|
|
298 | (1) |
|
14.20 Grounds for Administrative Dissolution |
|
|
298 | (1) |
|
Subchapter C Judicial Dissolution |
|
|
298 | (2) |
|
14.30 Grounds for Judicial Dissolution |
|
|
298 | (1) |
|
14.32 Receivership or Custodianship |
|
|
299 | (1) |
|
14.34 Election to Purchase in Lieu of Dissolution |
|
|
299 | (1) |
|
Chapter 15 Foreign Corporations |
|
|
300 | (1) |
|
Subchapter A Certificate of Authority |
|
|
300 | (1) |
|
15.01 Authority to Transact Business Required |
|
|
300 | (1) |
|
15.07 Registered Office and Registered Agent of Foreign Corporation |
|
|
300 | (1) |
|
Chapter 16 Records and Reports |
|
|
301 | (4) |
|
|
|
301 | (2) |
|
|
|
301 | (1) |
|
16.02 Inspection of Records by Shareholders |
|
|
302 | (1) |
|
16.03 Scope of Inspection Right |
|
|
302 | (1) |
|
16.04 Court-Ordered Inspection |
|
|
303 | (1) |
|
16.05 Inspection of Records by Directors |
|
|
303 | (1) |
|
|
|
303 | (2) |
|
16.20 Financial Statements for Shareholders |
|
|
303 | (2) |
| New York Business Corporation Act |
|
305 | (30) |
|
Article 5 Corporate Finance |
|
|
305 | (13) |
|
|
|
305 | (1) |
|
502 Issue of Any Class of Preferred Shares in Series. |
|
|
306 | (2) |
|
503 Subscription for Shares; Time of Payment, Forfeiture for Default |
|
|
308 | (1) |
|
504 Consideration and Payment for Shares |
|
|
309 | (1) |
|
505 Rights and Options to Purchase Shares; Issue of Rights and Options to Directors, Officers and Employees |
|
|
310 | (2) |
|
506 Determination of Stated Capital |
|
|
312 | (1) |
|
510 Dividends or Other Distributions in Cash or Property |
|
|
313 | (1) |
|
511 Share Distributions and Changes |
|
|
314 | (1) |
|
|
|
315 | (1) |
|
513 Purchase, Redemption and Certain Other Transactions by a Corporation with Respect to Its Own Shares |
|
|
316 | (1) |
|
514 Agreements for Purchase by a Corporation of Its Own Shares |
|
|
317 | (1) |
|
|
|
317 | (1) |
|
516 Reduction of Stated Capital in Certain Cases |
|
|
317 | (1) |
|
|
|
318 | (4) |
|
|
|
318 | (2) |
|
624 Books and Records; Right of Inspection, Prima Facie Evidence |
|
|
320 | (2) |
|
627 Security for Expenses in Shareholders' Derivative Action Brought in the Right of the Corporation to Procure a Judgment in Its Favor |
|
|
322 | (1) |
|
Article 7 Directors and Officers |
|
|
322 | (1) |
|
|
|
322 | (1) |
|
Article 8 Amendments and Changes |
|
|
323 | (3) |
|
801 Right to Amend Certificate of Incorporation |
|
|
323 | (2) |
|
802 Reduction of Stated Capital by Amendment |
|
|
325 | (1) |
|
804 Class Voting on Amendment |
|
|
325 | (1) |
|
Article 9 Merger of Consolidation; Guarantee; Disposition of Assets |
|
|
326 | (9) |
|
912 Requirements Relating to Certain Business Combinations |
|
|
326 | (9) |
| Indiana Code: Standard of Conduct for Directors |
|
335 | (6) |
|
Chapter 35 Standards of Conduct for Directors |
|
|
335 | (6) |
|
IC-23-1-35-1 Standards of Conduct; Liability; Reaffirmation of Corporate Governance Rules; Presumption |
|
|
335 | (3) |
|
IC-23-1-35-2 Conflict of Interest Transaction |
|
|
338 | (1) |
|
IC-23-1-35-3 Loan or Guarantee to Director |
|
|
339 | (1) |
|
IC-23-1-35-4 Unlawful Distribution; Liability; Contribution |
|
|
339 | (2) |
| American Law Institute, Principles of Corporate Governance: Analysis and Recommendations (1994) |
|
341 | (20) |
|
Part II The Objective and Conduct of the Corporation |
|
|
342 | (1) |
|
2.01 The Objective and Conduct of the Corporation |
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342 | (1) |
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Part IV Duty of Care and the Business Judgment Rule |
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343 | (3) |
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4.01 Duty of Care of Directors and Officers; the Business Judgment Rule |
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343 | (2) |
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4.02 Reliance on Directors, Officers, Employees, Experts, and Other Persons |
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345 | (1) |
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4.03 Reliance on a Committee of the Board |
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345 | (1) |
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Part V Duty of Fair Dealing |
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346 | (7) |
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5.02 [ Senior Officer and Director] Transactions with the Corporation |
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346 | (1) |
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5.03 Compensation of Directors and Senior Executives |
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347 | (1) |
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5.04 Use by a Director or Senior Executive of Corporate Property, Material Non-Public Corporate Information, or Corporate Position |
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348 | (1) |
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5.05 Taking of Corporate Opportunities by Directors or Senior Executives |
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348 | (2) |
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5.06 Competition with the Corporation |
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350 | (1) |
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5.07 Transactions Between Corporations with Common Directors or Senior Executives |
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350 | (1) |
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5.10 Transactions by a Controlling Shareholder with the Corporation |
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350 | (1) |
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5.11 Use by a Controlling Shareholder of Corporate Property, Material Non-Public Corporate Information, or Corporate Position |
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351 | (1) |
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5.12 Taking of Corporate Opportunities by a Controlling Shareholder |
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352 | (1) |
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5.16 Disposition of Voting Equity Securities by a Controlling Shareholder to Third Parties |
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352 | (1) |
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353 | (8) |
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7.01 Direct and Derivative Actions Distinguished |
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353 | (1) |
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7.02 Standing to Commence and Maintain a Derivative Action |
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354 | (1) |
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7.03 Exhaustion of Intracorporate Remedies: The Demand Rule |
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354 | (1) |
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7.04 Pleading, Demand Rejection, Procedure, and Costs in a Derivative Action |
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355 | (1) |
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7.05 Board or Committee Authority in Regard to a Derivative Action |
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356 | (1) |
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7.07 Dismissal of a Derivative Action Based on a Motion Requesting Dismissal by the Board or a Committee: General Statement |
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357 | (1) |
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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 |
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357 | (1) |
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7.09 Procedures for Requesting Dismissal of a Derivative Action |
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358 | (1) |
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7.10 Standard of Judicial Review with Regard to a Board or Committee Motion Requesting Dismissal of a Derivative Action Under §7.08 |
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359 | (1) |
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7.11 Dismissal of a Derivative Action Based upon Action by the Shareholders |
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360 | (1) |
| Federal Rules of Civil Procedure |
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361 | (4) |
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361 | (3) |
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Rule 23.1 Derivative Actions by Shareholders |
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364 | (1) |
| Uniform Fraudulent Transfer Act (1984) |
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365 | (6) |
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365 | (1) |
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365 | (1) |
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4 Transfers Fraudulent as to Present and Future Creditors |
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366 | (1) |
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5 Transfers Fraudulent as to Present Creditors |
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367 | (1) |
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6 When Transfer Is Made or Obligation Is Incurred |
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367 | (1) |
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368 | (1) |
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8 Defenses, Liability, and Protection of Transferee |
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368 | (1) |
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9 Extinguishment of [ Claim for Relief] [ Cause of Action] |
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369 | (2) |
| Securities Exchange Act of 1934 |
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371 | (82) |
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78j Manipulative and Deceptive Devices [ Section 10] |
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372 | (1) |
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373 | (8) |
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240.10b-5 Employment of Manipulative and Deceptive Devices |
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373 | (1) |
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240.1Ob5-1 Trading "on the Basis of Material Nonpublic Information in Insider Trading Cases |
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373 | (1) |
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240.10b5-2 Duties of Trust or Confidence in Misappropriation Insider Trading Cases |
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374 | (1) |
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Section 12 1934 Act Issuer Registration Requirement |
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375 | (2) |
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781 Registration Requirements for Securities [ Section 12] |
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375 | (2) |
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Section 13a-b Issuer Reporting Requirements |
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377 | (2) |
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78m Periodical and Other Reports [ Section 13] |
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377 | (2) |
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Section 13d 5% Block Reporting Requirement |
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379 | (2) |
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381 | (7) |
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240.13d-1 Filing of Schedules 13D and 13G |
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381 | (3) |
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240.13d-2 Filing of Amendments to Schedules 13D or 13G |
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384 | (2) |
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240.13d-5 Acquisition of Securities |
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386 | (1) |
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Section 13e SEC Rule-Making Authority over Issuer Self-Purchases |
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387 | (1) |
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388 | (9) |
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240.13e-1 Purchase of Securities by the Issuer During a Third-Party Tender Offer |
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388 | (1) |
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240.13e-3 Going Private Transactions by Certain Issuers or Their Affiliates |
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388 | (6) |
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240.13e-4 Tender Offers by Issuers e |
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394 | (2) |
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Section 14a The Solicitation of Proxies |
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396 | (1) |
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78n Proxies [ Section 14] |
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396 | (1) |
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Proxy Rules Under Section 14(a) |
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397 | (27) |
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397 | (1) |
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240.14a-2 Solicitations to Which §240.14a-3 to §240.14a-15 Apply |
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398 | (3) |
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240.14a-3 Information to Be Furnished to Security Holders |
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401 | (1) |
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240.14a-4 Requirements as to Proxy |
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401 | (4) |
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240.14a-6 Filing Requirements |
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405 | (2) |
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240.14a-7 Obligations of Registrants to Provide a List of, or Mail Soliciting Material to, Security Holders |
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407 | (2) |
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240.14a-8 Shareholder Proposals |
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409 | (6) |
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240.14a-9 False or Misleading Statements |
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415 | (1) |
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240.14a-12 Solicitation Before Furnishing a Proxy Statement |
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416 | (1) |
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240.14a-16 Internet Availability of Proxy Materials |
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417 | (6) |
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Sections 14d-e Tender Offers |
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423 | (1) |
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Tender Offer Rules Under Sections 14(d) and 14(e) |
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424 | (19) |
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240.14d-1 Scope of and Definitions Applicable to Regulations 14D and 14E |
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424 | (1) |
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240.14d-2 Commencement of a Tender Offer |
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425 | (1) |
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240.14d-3 Filing and Transmission of Tender Offer Statement |
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425 | (1) |
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240.14d-4 Dissemination of Tender Offers to Security Holders |
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426 | (1) |
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240.14d-5 Dissemination of Certain Tender Offers by the Use of Stockholder Lists and Security Position Listings |
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427 | (3) |
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240.14d-6 Disclosure of Tender Offer Information to Security Holders |
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430 | (2) |
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240.14d-7 Additional Withdrawal Rights |
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432 | (1) |
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240.14d-8 Exemption from Statutory Pro Rata Requirements |
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433 | (1) |
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240.14d-9 Recommendation or Solicitation by the Subject Company and Others |
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433 | (3) |
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240.14d-10 Equal Treatment of Security Holders |
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436 | (1) |
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240.14e-1 Unlawful Tender Offer Practices |
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437 | (1) |
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240.14e-2 Position of Subject Company with Respect to a Tender Offer |
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438 | (1) |
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240.14e-3 Transactions in Securities on the Basis of Material, Nonpublic Information in the Context of Tender Offers |
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438 | (2) |
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Section 16 Ban on Short-Swing Profits |
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440 | (3) |
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78p Directors, Officers, and Principal Stockholders [ Section 16] |
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440 | (2) |
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78t-1 Liability to Contemporaneous Traders for Insider Trading [ Section 20(a)] |
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442 | (1) |
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Short-Swing Profit Rules Under Section 16 |
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443 | (10) |
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240.16a-1 Definition of Terms |
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443 | (2) |
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240.16a-2 Persons and Transactions Subject to Section 16 |
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445 | (1) |
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240.16a-3 Reporting Transactions and Holdings |
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446 | (3) |
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Section 21a Authority to Impose Civil Penalties for Insider Trading |
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449 | (9) |
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78u-1 Civil Penalties for Insider Trading [ Section 21(a)] |
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449 | (4) |
| Regulation FD |
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453 | (4) |
|
243.100 General Rule Regarding Selective Disclosure |
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453 | (1) |
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453 | (2) |
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243.102 No Effect on Antifraud Liability |
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455 | (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 |
|
457 | (64) |
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458 | (1) |
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458 | (1) |
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458 | (4) |
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229.101 (Item 101) Description of Business |
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458 | (3) |
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229.102 (Item 102) Description of Property |
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461 | (1) |
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229.103 (Item 103) Legal Proceedings |
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461 | (1) |
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Subpart 200 Securities of the Registrant |
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462 | (1) |
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229.201 (Item 201) Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters |
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462 | (1) |
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Subpart 300 Financial Information |
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|
463 | (9) |
|
229.301 (Item 301) Selected Financial Data |
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463 | (1) |
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229.303 (Item 303) Management's Discussion and Analysis of Financial Condition and Results of Operations |
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464 | (3) |
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229.304 (Item 304) Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
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467 | (4) |
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229.307 (Item 307) Disclosure Controls and procedures |
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471 | (1) |
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229.308 (Item 308) Internal Control over Financial Reporting |
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471 | (1) |
|
Subpart 400 Management and Certain Securities Holders |
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472 | (34) |
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229.401 (Item 401) Directors, Executive Officers, Promoters and Control Persons |
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472 | (1) |
|
229.402 (Item 402) Executive Compensation |
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473 | (16) |
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229.403 (Item 403) Security Ownership of Certain Beneficial Owners and Management |
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489 | (1) |
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229.404 (Item 404) Transactions with Related Persons, Promoters and Certain Control Persons |
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490 | (4) |
|
229.405 (Item 405) Compliance with Section 16(a) of the Exchange Act |
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494 | (1) |
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229.406 (Item 406) Code of Ethics |
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|
494 | (1) |
|
229.407 (Item 407) Corporate Governance |
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495 | (11) |
|
Subpart 229.1000 Mergers and Acquisitions |
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|
506 | (15) |
|
229.1000 (Item 1000) Definitions |
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506 | (1) |
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229.1001 (Item 1001) Summary Term Sheet |
|
|
506 | (1) |
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229.1002 (Item 1002) Subject Company Information |
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507 | (1) |
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229.1003 (Item 1003) Identity and Background of Filing Person |
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|
507 | (1) |
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229.1004 (Item 1004) Terms of the Transaction |
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508 | (1) |
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229.1005 (Item 1005) Past Contacts, Transactions, Negotiations and Agreements |
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509 | (2) |
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229.1006 (Item 1006) Purposes of the Transaction and Plans or Proposals |
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|
511 | (1) |
|
229.1007 (Item 1007) Source and Amount of Funds or Other Consideration |
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|
512 | (1) |
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229.1008 (Item 1008) Interest in Securities of the Subject Company |
|
|
513 | (1) |
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229.1009 (Item 1009) Persons/Assets, Retained, Employed, Compensated or Used |
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|
513 | (1) |
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229.1010 (Item 1010) Financial Statements |
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514 | (1) |
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229.1011 (Item 1011) Additional Information |
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|
515 | (1) |
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229.1012 (Item 1012) The Solicitation or Recommendation |
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515 | (1) |
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229.1013 (Item 1013) Purposes, Alternatives, Reasons and Effects in a Going-Private Transaction |
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|
516 | (1) |
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229.1014 (Item 1014) Fairness of the Going-Private Transaction |
|
|
517 | (1) |
|
229.1015 (Item 1015) Reports, Opinions, Appraisals and Negotiations |
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|
518 | (3) |
| Sarbanes-Oxley Act of 2002 |
|
521 | (12) |
|
Title I Public Company Accounting Oversight Board |
|
|
521 | (3) |
|
101 Establishment; Administrative Provisions |
|
|
521 | (1) |
|
103 Auditing, Quality Control, and Independence Standards and Rules |
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522 | (1) |
|
104 Inspections of Registered Public Accounting Firms |
|
|
523 | (1) |
|
Title II Auditor Independence |
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524 | (2) |
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201 Services Outside the Scope of Practice of Auditors |
|
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524 | (1) |
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203 Audit Partner Rotation |
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525 | (1) |
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204 Auditor Reports to Audit Committees |
|
|
525 | (1) |
|
Title III Corporate Responsibility |
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526 | (3) |
|
301 Public Company Audit Committees |
|
|
526 | (1) |
|
302 Corporate Responsibility for Financial Reports |
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527 | (1) |
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303 Improper Influence on Conduct of Audits |
|
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528 | (1) |
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304 Forfeiture of Certain Bonuses and Profits |
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528 | (1) |
|
307 Rules of Professional Responsibility for Attorneys |
|
|
528 | (1) |
|
Title IV Enhanced Financial Disclosures |
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|
529 | (24) |
|
402 Enhanced Conflict of Interest Provisions |
|
|
529 | (1) |
|
404 Management Assessment of Internal Controls |
|
|
529 | (1) |
|
406 Code of Ethics for Senior Financial Officers |
|
|
530 | (1) |
|
407 Disclosure of Audit Committee Financial Expert |
|
|
531 | (2) |
| New York Stock Exchange Listed Company Manual |
|
533 | (16) |
|
303A.00 Corporate Governance Standards |
|
|
533 | (1) |
|
303A.01 Independent Directors |
|
|
533 | (1) |
|
303A.02 Independence Tests |
|
|
533 | (2) |
|
303A.03 Executive Sessions |
|
|
535 | (1) |
|
303A.04 Nominating/Corporate Governance Committee |
|
|
535 | (1) |
|
303A.05 Compensation Committee |
|
|
536 | (1) |
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|
|
537 | (1) |
|
303A.07 Audit Committee Additional Requirements |
|
|
538 | (2) |
|
303A.08 Shareholder Approval of Equity Compensation Plans |
|
|
540 | (2) |
|
312.03 Shareholder Approval |
|
|
542 | (2) |
|
|
|
544 | (5) |
| Hart-Scott-Rodino Antitrust Improvement Act |
|
549 | (4) |
|
|
|
549 | (1) |
|
801.13 Aggregation of Voting Securities, Assets and Non-Corporate Interests |
|
|
549 | (1) |
|
802.21 Acquisitions of Voting Securities Not Meeting or Exceeding Greater Notification Threshold (as Adjusted) |
|
|
550 | (3) |
| European Takeover Directive |
|
553 | (14) |
|
|
|
553 | (1) |
|
|
|
554 | (1) |
|
Article 3 General Principles |
|
|
555 | (1) |
|
Article 5 Protection of Minority Shareholders, the Mandatory Bid and the Equitable Price |
|
|
555 | (2) |
|
Article 6 Information Concerning Bids |
|
|
557 | (1) |
|
Article 7 Time Allowed for Acceptance |
|
|
558 | (1) |
|
|
|
559 | (1) |
|
Article 9 Obligations of the Board of the Offeree Company |
|
|
559 | (1) |
|
Article 10 Information on Companies as Referred to in Article 1(1) |
|
|
560 | (1) |
|
|
|
561 | (1) |
|
Article 12 Optional Arrangements |
|
|
562 | (1) |
|
Article 13 Other Rules Applicable to the Conduct of Bids |
|
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563 | (1) |
|
Article 15 The Right of Squeeze-Out |
|
|
563 | (1) |
|
Article 16 The Right of Sell-Out |
|
|
564 | (1) |
|
|
|
564 | (1) |
|
|
|
565 | (1) |
|
|
|
565 | (2) |
| Dodd-Frank Wall Street Reform and Consumer Protection Act |
|
567 | |
|
Subtitle E Accountability and Executive Compensation |
|
|
567 | (10) |
|
951 Shareholder Vote on Executive Compensation Disclosures |
|
|
567 | (2) |
|
952 Compensation Committee Independence |
|
|
569 | (4) |
|
953 Executive Compensation Disclosures |
|
|
573 | (1) |
|
954 Recovery of Erroneously Awarded Compensation |
|
|
573 | (1) |
|
955 Disclosure Regarding Employee and Director Hedging |
|
|
574 | (1) |
|
956 Enhanced Compensation Structure Reporting |
|
|
575 | (1) |
|
|
|
576 | (1) |
|
Subtitle G Strengthening Corporate Governance |
|
|
577 | |
|
|
|
577 | (1) |
|
972 Disclosures Regarding Chairman and CEO Structures |
|
|
578 | |
