| Acknowledgments |
|
xxxiii | |
|
Restatement (2d) Agency (1958) |
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1 | (18) |
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2 | (4) |
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2 | (1) |
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Master; Servant; Independent Contractor |
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2 | (1) |
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General Agent; Special Agent |
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3 | (1) |
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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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Estoppel --- Change of Position |
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5 | (1) |
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6 | (1) |
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Creation and Interpretation of Authority and Apparent Authority |
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|
6 | (1) |
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Creation of Authority; General Rule |
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6 | (1) |
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Creation of Apparent Authority: General Rule |
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6 | (1) |
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When Incidental Authority Is Inferred |
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7 | (1) |
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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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Failure to Act as Affirmance |
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7 | (1) |
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Effect of Ratification; in General |
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7 | (1) |
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Termination of Agency Powers |
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8 | (1) |
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Revocation or Renunciation |
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8 | (1) |
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Effect of Termination of Authority Upon Apparent Authority and Other Powers |
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8 | (1) |
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Notification Terminating Apparent Authority |
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9 | (1) |
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Liability of the Principal to Third Persons; Contracts and Conveyances |
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9 | (3) |
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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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Unauthorized Acts of General Agent |
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10 | (1) |
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11 | (1) |
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11 | (1) |
|
Acts of Manager Appearing to Be Owner |
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11 | (1) |
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Liability of the Principal to Third Persons; Torts |
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12 | (3) |
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Conduct Authorized but Unintended by Principal |
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12 | (1) |
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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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When Master Is Liable for Torts of His Servants |
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12 | (1) |
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13 | (1) |
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14 | (1) |
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14 | (1) |
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Criminal or Tortious Acts |
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14 | (1) |
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15 | (1) |
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Duties and Liabilities of Agent to Principal |
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15 | (4) |
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15 | (1) |
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15 | (1) |
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15 | (1) |
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16 | (1) |
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Duty to Account for Profits Arising Out of Employment |
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16 | (1) |
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Acting as Adverse Party Without Principal's Consent |
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|
16 | (1) |
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Acting as Adverse Party With Principal's Consent |
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|
16 | (1) |
|
Acting for Adverse Party Without Principal's Consent |
|
|
17 | (1) |
|
Competition as to Subject Matter of Agency |
|
|
17 | (1) |
|
Using or Disclosing Confidential Information |
|
|
18 | (1) |
|
Restatement (3d) Agency (2006) |
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|
19 | (20) |
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20 | (2) |
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|
20 | (1) |
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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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Principles of Attribution |
|
|
22 | (1) |
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|
22 | (1) |
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Scope of Actual Authority |
|
|
22 | (1) |
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|
22 | (1) |
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|
|
23 | (1) |
|
Estoppel to Deny Existence of Agency Relationship |
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|
23 | (1) |
|
Liability of Undisclosed Principal |
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|
23 | (1) |
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|
23 | (1) |
|
Creation and Termination of Authority and Agency Relationships |
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|
23 | (6) |
|
Creation of Actual Authority |
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|
23 | (1) |
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|
24 | (1) |
|
Creation of Apparent Authority |
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|
24 | (2) |
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Termination of Actual Authority --- In General |
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|
26 | (1) |
|
Termination by Agreement or by Occurrence of Changed Circumstances |
|
|
27 | (1) |
|
Manifestation Terminating Actual Authority |
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|
27 | (1) |
|
Termination of Apparent Authority |
|
|
27 | (1) |
|
Power Given as Security: Irrevocable Proxy |
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|
27 | (2) |
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|
29 | (1) |
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|
29 | (1) |
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|
29 | (1) |
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Acts That May Be Ratified |
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29 | (1) |
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29 | (1) |
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|
30 | (1) |
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Knowledge Requisite to Ratification |
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30 | (1) |
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|
30 | (1) |
|
Estoppel to Deny Ratification |
|
|
30 | (1) |
|
|
|
30 | (2) |
|
Notifications and Notice --- In General |
|
|
30 | (1) |
|
Notification Given by or to an Agent |
|
|
31 | (1) |
|
Imputation of Notice of Fact to Principal |
|
|
31 | (1) |
|
An Agent Who Acts Adversely to a Principal |
|
|
31 | (1) |
|
Contracts and Other Transactions with Third Parties |
|
|
32 | (2) |
|
Agent for Disclosed Principal |
|
|
32 | (1) |
|
Agent for Unidentified Principal |
|
|
32 | (1) |
|
Agent for Undisclosed Principal |
|
|
32 | (1) |
|
Principal Does Not Exist or Lacks Capacity |
|
|
32 | (1) |
|
Agent's Implied Warranty of Authority |
|
|
33 | (1) |
|
|
|
33 | (1) |
|
Torts --- Liability of Agent and Principal |
|
|
34 | (1) |
|
Principal's Liability -In General |
|
|
34 | (1) |
|
Agent Acts with Actual Authority |
|
|
34 | (1) |
|
Principal's Negligence in Conducting Activity Through Agent; Principal's Special Relationship with Another Person |
|
|
34 | (1) |
|
Failure in Performance of Principal's Duty of Protection |
|
|
35 | (1) |
|
Employee Acting Within Scope of Employment |
|
|
35 | (1) |
|
Agent Acts with Apparent Authority |
|
|
35 | (1) |
|
Duties of Agent and Principal to Each Other |
|
|
35 | (4) |
|
General Fiduciary Principle |
|
|
35 | (1) |
|
Material Benefit Arising Out of Position |
|
|
36 | (1) |
|
Acting as or on Behalf of an Adverse Party |
|
|
36 | (1) |
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|
|
36 | (1) |
|
Use of Principal's Property; Use of Confidential Information |
|
|
36 | (1) |
|
|
|
36 | (1) |
|
|
|
37 | (1) |
|
Duties of Care, Competence, and Diligence |
|
|
37 | (1) |
|
Duty to Act Only Within Scope of Actual Authority and to Comply with Principal's Lawful Instructions |
|
|
37 | (1) |
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|
|
38 | (1) |
|
Duty to Provide Information |
|
|
38 | (1) |
|
|
|
38 | (1) |
|
Principal's Duty to Deal Fairly and in Good Faith |
|
|
38 | (1) |
|
Restatement (Second) of Trusts |
|
|
39 | (2) |
|
Accountability for Profits in the Absence of a Breach of Trust |
|
|
39 | (1) |
|
Liability in Case of Breach of Trust |
|
|
39 | (1) |
|
Liability for Breach of Loyalty |
|
|
39 | (2) |
|
Uniform Partnership Act (1914) |
|
|
41 | (16) |
|
|
|
42 | (1) |
|
Rules for Determining the Existence of a Partnership |
|
|
42 | (1) |
|
|
|
42 | (1) |
|
Partner Agent of Partnership as to Partnership Business |
|
|
43 | (1) |
|
Conveyance of Real Property of the Partnership |
|
|
43 | (1) |
|
Partnership Bound by Admission of Partner |
|
|
44 | (1) |
|
Partnership Charged with Knowledge of or Notice to Partner |
|
|
44 | (1) |
|
Partnership Bound by Partner's Wrongful Act |
|
|
44 | (1) |
|
Partnership Bound by Partner's Breach of Trust |
|
|
45 | (1) |
|
Nature of Partner's Liability |
|
|
45 | (1) |
|
|
|
45 | (1) |
|
Liability of Incoming Partner |
|
|
46 | (1) |
|
Rules Determining Rights and Duties of Partners |
|
|
46 | (1) |
|
|
|
46 | (1) |
|
Duty of Partners to Render Information |
|
|
47 | (1) |
|
Partner Accountable as a Fiduciary |
|
|
47 | (1) |
|
|
|
47 | (1) |
|
Continuation of Partnership Beyond Fixed Term |
|
|
47 | (1) |
|
Extent of Property Rights of a Partner |
|
|
48 | (1) |
|
Nature of a Partner's Right in Specific Partnership Property |
|
|
48 | (1) |
|
Nature of Partner's Interest in the Partnership |
|
|
48 | (1) |
|
Assignment of Partner's Interest |
|
|
48 | (1) |
|
Partner's Interest Subject to Charging Order |
|
|
49 | (1) |
|
|
|
49 | (1) |
|
Partnership Not Terminated by Dissolution |
|
|
49 | (1) |
|
|
|
49 | (1) |
|
Dissolution by Decree of Court |
|
|
50 | (1) |
|
General Effect of Dissolution on Authority of Partner |
|
|
50 | (1) |
|
Right of Partner to Contribution from Co-partners After Dissolution |
|
|
51 | (1) |
|
Power of Partner to Bind Partnership to Third Persons After Dissolution |
|
|
51 | (1) |
|
Effect of Dissolution on Partner's Existing Liability |
|
|
51 | (1) |
|
|
|
52 | (1) |
|
Rights of Partners to Application of Partnership Property |
|
|
52 | (1) |
|
Rights Where Partnership Is Dissolved for Fraud or Misrepresentation |
|
|
53 | (1) |
|
|
|
53 | (1) |
|
Liability of Persons Continuing the Business in Certain Cases |
|
|
54 | (2) |
|
Rights of Retiring or Estate of Deceased Partner When the Business Is Continued Accrual of Actions |
|
|
56 | (1) |
|
Uniform Partnership Act (1997) |
|
|
57 | (24) |
|
Article
1. General Provisions |
|
|
58 | (3) |
|
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|
58 | (1) |
|
|
|
59 | (1) |
|
Effect of Partnership Agreement; Nonwaivable Provisions |
|
|
60 | (1) |
|
|
|
60 | (1) |
|
Article
2. Nature of Partnership |
|
|
61 | (1) |
|
|
|
61 | (1) |
|
|
|
61 | (1) |
|
|
|
62 | (1) |
|
When Property Is Partnership Property |
|
|
62 | (1) |
|
Article
3. Relations of Partners to Persons Dealing with Partnership |
|
|
62 | (4) |
|
Partner Agent of Partnership |
|
|
62 | (1) |
|
Statement of Partnership Authority |
|
|
63 | (1) |
|
Partnership Liable for Partner's Actionable Conduct |
|
|
64 | (1) |
|
|
|
64 | (1) |
|
Actions by and Against Partnership and Partners |
|
|
65 | (1) |
|
Liability of Purported Partner |
|
|
65 | (1) |
|
Article
4. Relations of Partners to Each Other and to Partnership |
|
|
66 | (2) |
|
Partner's Rights and Duties |
|
|
66 | (1) |
|
Partner's Rights and Duties with Respect to Information |
|
|
67 | (1) |
|
General Standards of Partner's Conduct |
|
|
68 | (1) |
|
Article
5. Transferees and Creditors of Partner |
|
|
68 | (2) |
|
Partner Not Co-owner of Partnership Property |
|
|
68 | (1) |
|
Partner's Transferable Interest in Partnership |
|
|
69 | (1) |
|
Transfer of Partner's Transferable Interest |
|
|
69 | (1) |
|
Partner's Transferable Interest Subject to Charging Order |
|
|
69 | (1) |
|
Article
6. Partner's Dissociation |
|
|
70 | (2) |
|
Events Causing Partner's Dissociation |
|
|
70 | (1) |
|
Partner's Power to Dissociate; Wrongful Dissociation |
|
|
71 | (1) |
|
Effect of Partner's Dissociation |
|
|
72 | (1) |
|
Article
7. Partner's Dissociation When Business Not Wound Up |
|
|
72 | (3) |
|
Purchase of Dissociated Partner's Interest |
|
|
72 | (2) |
|
Dissociated Partner's Power to Bind and Liability to Partnership |
|
|
74 | (1) |
|
Dissociated Partner's Liability to Other Persons |
|
|
74 | (1) |
|
Statement of Dissociation |
|
|
75 | (1) |
|
Article
8. Winding Up Partnership Business |
|
|
75 | (3) |
|
Events Causing Dissolution and Winding Up of Partnership Business |
|
|
75 | (1) |
|
Partnership Continues After Dissolution |
|
|
76 | (1) |
|
Right to Wind Up Partnership Business |
|
|
77 | (1) |
|
Partner's Power to Bind Partnership After Dissolution |
|
|
77 | (1) |
|
Settlement of Accounts and Contributions Among Partners |
|
|
77 | (1) |
|
Article
10. Limited Liability Partnership |
|
|
78 | (3) |
|
Statement of Qualification |
|
|
78 | (1) |
|
|
|
79 | (1) |
|
|
|
79 | (2) |
|
Delaware Revised Uniform Limited Partnership Act |
|
|
81 | (34) |
|
|
|
82 | (4) |
|
|
|
82 | (2) |
|
Nature of Business Permitted; Powers |
|
|
84 | (1) |
|
Business Transactions of Partner with the Partnership |
|
|
85 | (1) |
|
|
|
85 | (1) |
|
Contested Matters Relating to General Partners; Contested Votes |
|
|
85 | (1) |
|
Interpretation and Enforcement of Partnership Agreement |
|
|
86 | (1) |
|
Formation; Certificate of Limited Partnership |
|
|
86 | (4) |
|
Certificate of Limited Partnership |
|
|
86 | (1) |
|
|
|
86 | (1) |
|
|
|
87 | (1) |
|
|
|
87 | (1) |
|
Contractual Appraisal Rights |
|
|
88 | (1) |
|
Limited Partnerships as Limited Liability Limited Partnerships |
|
|
88 | (1) |
|
Conversion of Certain Entities to a Limited Partnership |
|
|
89 | (1) |
|
Series of Limited Partners, General Partners or Partnership Interests |
|
|
89 | (1) |
|
Approval of Conversion of a Limited Partnership |
|
|
89 | (1) |
|
|
|
90 | (6) |
|
Admission of Limited Partners |
|
|
90 | (1) |
|
|
|
91 | (1) |
|
Liability to Third Parties |
|
|
92 | (1) |
|
Person Erroneously Believing Himself or Herself Limited Partner |
|
|
93 | (1) |
|
Access to and Confidentiality of Information; Records |
|
|
94 | (1) |
|
Remedies for Breach of Partnership Agreement by Limited Partner |
|
|
95 | (1) |
|
|
|
96 | (6) |
|
Admission of General Partners |
|
|
96 | (1) |
|
|
|
96 | (2) |
|
General Powers and Liabilities |
|
|
98 | (1) |
|
Contributions by a General Partner |
|
|
99 | (1) |
|
|
|
99 | (1) |
|
Remedies for Breach of Partnership Agreement by General Partner |
|
|
100 | (1) |
|
Reliance on Reports and Information by Limited Partners, Liquidating Trustees, and General Partners |
|
|
100 | (2) |
|
|
|
102 | (1) |
|
|
|
102 | (1) |
|
Liability for Contribution |
|
|
102 | (1) |
|
Allocation of Profits and Losses |
|
|
102 | (1) |
|
Allocation of Distributions |
|
|
102 | (1) |
|
Defense of Usury Not Available |
|
|
102 | (1) |
|
Distributions and Withdrawal |
|
|
103 | (2) |
|
|
|
103 | (1) |
|
Withdrawal of General Partner and Assignment of General Partner's Partnership Interest |
|
|
103 | (1) |
|
Withdrawal of Limited Partner |
|
|
103 | (1) |
|
Distribution upon Withdrawal |
|
|
104 | (1) |
|
|
|
104 | (1) |
|
|
|
104 | (1) |
|
Limitations on Distribution |
|
|
104 | (1) |
|
Assignment of Partnership Interests |
|
|
105 | (2) |
|
Nature of Partnership Interest |
|
|
105 | (1) |
|
Assignment of Partnership Interest |
|
|
105 | (1) |
|
Partner's Partnership Interest Subject to Charging Order |
|
|
106 | (1) |
|
Right of Assignee to Become Limited Partner |
|
|
107 | (1) |
|
|
|
107 | (5) |
|
|
|
107 | (2) |
|
|
|
109 | (1) |
|
|
|
109 | (1) |
|
|
|
110 | (1) |
|
Trustees or Receivers for Limited Partnerships; Appointment; Powers; Duties |
|
|
111 | (1) |
|
Revocation of Dissolution |
|
|
111 | (1) |
|
|
|
112 | (1) |
|
|
|
112 | (1) |
|
|
|
112 | (1) |
|
|
|
113 | (1) |
|
|
|
113 | (1) |
|
|
|
113 | (2) |
|
Construction and Application of
Chapter and Partnership Agreement |
|
|
113 | (1) |
|
Effective Date and Extended Effective Date |
|
|
114 | (1) |
|
Delaware Limited Liability Company Act |
|
|
115 | (42) |
|
|
|
117 | (4) |
|
|
|
117 | (1) |
|
Registered Office; Registered Agent |
|
|
118 | (1) |
|
Service of Process on Domestic Limited Liability Companies |
|
|
118 | (1) |
|
Nature of Business Permitted; Powers |
|
|
119 | (1) |
|
Business Transactions of Member or Manager with the Limited Liability Company |
|
|
119 | (1) |
|
|
|
119 | (1) |
|
Service of Process on Managers and Liquidating Trustees |
|
|
119 | (1) |
|
Contested Matters Relating to Managers; Contested Votes |
|
|
120 | (1) |
|
Interpretation and Enforcement of Limited Liability Company Agreement |
|
|
121 | (1) |
|
Formation; Certificate of Formation |
|
|
121 | (11) |
|
|
|
121 | (1) |
|
Amendment to Certificate of Formation |
|
|
122 | (1) |
|
Cancellation of Certificate |
|
|
122 | (1) |
|
|
|
122 | (1) |
|
|
|
123 | (3) |
|
Contractual Appraisal Rights |
|
|
126 | (1) |
|
Conversion of Certain Entities to a Limited Liability Company |
|
|
126 | (1) |
|
Series of Members, Managers or Limited Liability Company Interests |
|
|
127 | (4) |
|
Approval of Conversion of a Limited Liability Company |
|
|
131 | (1) |
|
|
|
132 | (6) |
|
|
|
132 | (1) |
|
|
|
133 | (1) |
|
|
|
134 | (1) |
|
|
|
135 | (1) |
|
Access to and Confidentiality of Information; Records |
|
|
135 | (2) |
|
Remedies for Breach of Limited Liability Company Agreement by Member |
|
|
137 | (1) |
|
|
|
138 | (3) |
|
|
|
138 | (1) |
|
Management of Limited Liability Company |
|
|
138 | (1) |
|
Contributions by a Manager |
|
|
138 | (1) |
|
|
|
138 | (1) |
|
Remedies for Breach of Limited Liability Company Agreement by Manager |
|
|
139 | (1) |
|
Reliance on Reports and Information by Member or Manager |
|
|
140 | (1) |
|
Delegation of Rights and Powers to Manage |
|
|
140 | (1) |
|
|
|
141 | (2) |
|
|
|
141 | (1) |
|
Liability for Contribution |
|
|
141 | (1) |
|
Allocation of Profits and Losses |
|
|
142 | (1) |
|
Allocation of Distributions |
|
|
142 | (1) |
|
Defense of Usury Not Available |
|
|
142 | (1) |
|
Distributions and Resignation |
|
|
143 | (2) |
|
|
|
143 | (1) |
|
|
|
143 | (1) |
|
|
|
143 | (1) |
|
Distribution Upon Resignation |
|
|
144 | (1) |
|
|
|
144 | (1) |
|
|
|
144 | (1) |
|
Limitations on Distribution |
|
|
145 | (1) |
|
Assignment of Limited Liability Company Interests |
|
|
145 | (3) |
|
Nature of Limited Liability Company Interest |
|
|
145 | (1) |
|
Assignment of Limited Liability Company Interest |
|
|
146 | (1) |
|
Member's Limited Liability Company Interest Subject to Charging Order |
|
|
147 | (1) |
|
Right of Assignee to Become Member |
|
|
147 | (1) |
|
Powers of Estate of Deceased or Incompetent Member |
|
|
148 | (1) |
|
|
|
148 | (5) |
|
|
|
148 | (1) |
|
|
|
149 | (1) |
|
|
|
150 | (1) |
|
|
|
150 | (2) |
|
Trustees or Receivers for Limited Liability Companies; Appointment; Powers; Duties |
|
|
152 | (1) |
|
Revocation of Dissolution |
|
|
152 | (1) |
|
|
|
153 | (1) |
|
|
|
153 | (1) |
|
|
|
153 | (1) |
|
|
|
153 | (1) |
|
|
|
154 | (1) |
|
|
|
154 | (3) |
|
Construction and Application of
Chapter and Limited Liability Company Agreement |
|
|
154 | (1) |
|
Cases Not Provided for in This
Chapter |
|
|
155 | (2) |
|
Delaware General Corporation Law |
|
|
157 | (100) |
|
|
|
160 | (8) |
|
Incorporators; How Corporation Formed; Purposes |
|
|
160 | (1) |
|
Contents of Certificate of Incorporation |
|
|
160 | (4) |
|
Execution, Acknowledgment, Filing, Recording and Effective Date of Original Certificate of Incorporation and Other Instruments; Exceptions |
|
|
164 | (2) |
|
Certificate of Incorporation; Definition |
|
|
166 | (1) |
|
Commencement of Corporate Existence |
|
|
166 | (1) |
|
|
|
166 | (1) |
|
Organization Meeting of Incorporators or Directors Named in Certificate of Incorporation |
|
|
166 | (1) |
|
|
|
167 | (1) |
|
Jurisdiction to Interpret, Apply, Enforce or Determine the Validity of Corporate Instruments and Provisions of This Title |
|
|
167 | (1) |
|
|
|
168 | (3) |
|
|
|
168 | (1) |
|
|
|
168 | (2) |
|
Powers Respecting Securities of Other Corporations or Entities |
|
|
170 | (1) |
|
Effect of Lack of Corporate Capacity or Power; Ultra Vires |
|
|
170 | (1) |
|
Registered Office and Registered Agent |
|
|
171 | (1) |
|
Registered Office in State; Principal Office or Place of Business in State |
|
|
171 | (1) |
|
Registered Agent in State; Resident Agent |
|
|
171 | (1) |
|
|
|
172 | (8) |
|
Board of Directors; Powers; Number, Qualifications, Terms and Quorum; Committees; Classes of Directors; Nonprofit Corporations; Reliance Upon Books; Action Without Meeting; Removal |
|
|
172 | (4) |
|
Officers; Titles, Duties, Selection, Term; Failure to Elect; Vacancies |
|
|
176 | (1) |
|
Loans to Employees and Officers; Guaranty of Obligations of Employees and Officers |
|
|
176 | (1) |
|
Interested Directors; Quorum |
|
|
177 | (1) |
|
Indemnification of Officers, Directors, Employees and Agents; Insurance |
|
|
177 | (3) |
|
Submission of Matters for Stockholder Vote |
|
|
180 | (1) |
|
|
|
180 | (14) |
|
Classes and Series of Stock; Redemption; Rights |
|
|
180 | (4) |
|
Issuance of Stock; Lawful Consideration; Fully Paid Stock |
|
|
184 | (1) |
|
|
|
184 | (1) |
|
Determination of Amount of Capital; Capital, Surplus and Net Assets Defined |
|
|
184 | (1) |
|
|
|
185 | (1) |
|
|
|
186 | (1) |
|
Rights and Options Respecting Stock |
|
|
186 | (1) |
|
Stock Certificates; Uncertificated Shares |
|
|
187 | (1) |
|
Shares of Stock; Personal Property, Transfer and Taxation |
|
|
187 | (1) |
|
Corporation's Powers Respecting Ownership, Voting, etc., of Its Own Stock; Rights of Stock Called for Redemption |
|
|
187 | (1) |
|
Issuance of Additional Stock; When and by Whom |
|
|
188 | (1) |
|
Liability of Stockholder or Subscriber for Stock Not Paid in Full |
|
|
189 | (1) |
|
Payment for Stock Not Paid in Full |
|
|
189 | (1) |
|
Failure to Pay for Stock; Remedies |
|
|
190 | (1) |
|
Revocability of Preincorporation Subscriptions |
|
|
190 | (1) |
|
Formalities Required of Stock Subscriptions |
|
|
190 | (1) |
|
Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificate or Uncertificated Shares |
|
|
191 | (1) |
|
Judicial Proceedings to Compel Issuance of New Certificate or Uncertificated Shares |
|
|
191 | (1) |
|
Situs of Ownership of Stock |
|
|
192 | (1) |
|
Dividends; Payment; Wasting Asset Corporations |
|
|
192 | (1) |
|
|
|
192 | (1) |
|
Liability of Directors and Committee Members as to Dividends or Stock Redemption |
|
|
193 | (1) |
|
Declaration and Payment of Dividends |
|
|
193 | (1) |
|
Liability of Directors for Unlawful Payment of Dividend or Unlawful Stock Purchase or Redemption; Exoneration from Liability; Contribution Among Directors; Subrogation |
|
|
193 | (1) |
|
|
|
194 | (8) |
|
Transfer of Stock, Stock Certificates and Uncertificated Stock |
|
|
194 | (1) |
|
Restrictions on Transfer and Ownership of Securities |
|
|
194 | (2) |
|
Business Combinations with Interested Stockholders |
|
|
196 | (6) |
|
Meetings, Elections, Voting and Notice |
|
|
202 | (15) |
|
|
|
202 | (1) |
|
Voting Rights of Stockholders; Proxies; Limitations |
|
|
203 | (1) |
|
Fixing Date for Determination of Stockholders of Record |
|
|
204 | (2) |
|
|
|
206 | (1) |
|
Voting Rights of Members of Nonstock Corporations; Quorum; Proxies |
|
|
206 | (1) |
|
Quorum and Required Vote for Stock Corporations |
|
|
207 | (1) |
|
Voting Trusts and Other Voting Agreements |
|
|
208 | (1) |
|
List of Stockholders Entitled to Vote; Penalty for Refusal to Produce; Stock Ledger |
|
|
209 | (1) |
|
Inspection of Books and Records |
|
|
209 | (1) |
|
Voting, Inspection and Other Rights of Bondholders and Debenture Holders |
|
|
210 | (1) |
|
Notice of Meetings and Adjourned Meetings |
|
|
210 | (1) |
|
Vacancies and Newly Created Directorships |
|
|
211 | (1) |
|
Contested Election of Directors; Proceedings to Determine Validity |
|
|
212 | (1) |
|
Appointment of Custodian or Receiver of Corporation on Deadlock or for Other Cause |
|
|
212 | (1) |
|
Powers of Court in Elections of Directors |
|
|
213 | (1) |
|
Consent of Stockholders or Members in Lieu of Meeting |
|
|
213 | (2) |
|
|
|
215 | (1) |
|
Voting Procedures and Inspectors of Elections |
|
|
215 | (2) |
|
Notice by Electronic Transmission |
|
|
217 | (1) |
|
Amendment of Certificate of Incorporation; Changes in Capital and Capital Stock |
|
|
217 | (4) |
|
Amendment of Certificate of Incorporation Before Receipt of Payment for Stock |
|
|
217 | (1) |
|
Amendment of Certificate of Incorporation After Receipt of Payment for Stock; Nonstock Corporations |
|
|
217 | (3) |
|
|
|
220 | (1) |
|
|
|
220 | (1) |
|
Subchapter IX. Merger, Consolidation or Conversion |
|
|
221 | (25) |
|
Merger or Consolidation of Domestic Corporations and Limited Liability Company |
|
|
221 | (6) |
|
Merger or Consolidation of Domestic and Foreign Corporations; Service of Process Upon Surviving or Resulting Corporation |
|
|
227 | (3) |
|
Merger of Parent Corporation and Subsidiary or Subsidiaries |
|
|
230 | (2) |
|
Status, Rights, Liabilities, of Constituent and Surviving or Resulting Corporations Following Merger or Consolidation |
|
|
232 | (1) |
|
Powers of Corporation Surviving or Resulting From Merger or Consolidation; Issuance of Stock, Bonds or Other Indebtedness |
|
|
233 | (1) |
|
Effect of Merger Upon Pending Actions |
|
|
233 | (1) |
|
|
|
234 | (5) |
|
Merger or Consolidation of Domestic Corporation |
|
|
239 | (2) |
|
Merger or Consolidation of Domestic Corporation and Limited Liability Company |
|
|
241 | (3) |
|
Conversion of Other Entities to a Domestic Corporation |
|
|
244 | (2) |
|
Sale of Assets, Dissolution and Winding Up |
|
|
246 | (11) |
|
Sale, Lease or Exchange of Assets; Consideration; Procedure |
|
|
246 | (1) |
|
Mortgage or Pledge of Assets |
|
|
247 | (1) |
|
Dissolution of Joint Venture Corporation Having 2 Stockholders |
|
|
247 | (1) |
|
Dissolution Before Issuance of Shares or Beginning of Business; Procedure |
|
|
248 | (1) |
|
Dissolution Generally; Procedure |
|
|
248 | (1) |
|
Payment of Franchise Taxes Before Dissolution or Merger |
|
|
249 | (1) |
|
Continuation of Corporation After Dissolution for Purposes of Suit and Winding Up Affairs |
|
|
250 | (1) |
|
Trustees or Receivers for Dissolved Corporations; Appointment; Powers; Duties |
|
|
250 | (1) |
|
Notice to Claimants; Filing of Claims |
|
|
250 | (3) |
|
Payment and Distribution to Claimants and Stockholders |
|
|
253 | (2) |
|
Liability of Stockholders of Dissolved Corporations |
|
|
255 | (2) |
|
Model Business Corporation Act (1984) |
|
|
257 | (78) |
|
|
|
260 | (1) |
|
Reservation of Power to Amend or Repeal |
|
|
260 | (1) |
|
|
|
261 | (1) |
|
|
|
261 | (2) |
|
|
|
261 | (1) |
|
Articles of Incorporation |
|
|
261 | (1) |
|
|
|
262 | (1) |
|
Liability for Preincorporation Transactions |
|
|
262 | (1) |
|
Organization of Coropration |
|
|
262 | (1) |
|
|
|
263 | (1) |
|
|
|
263 | (2) |
|
|
|
263 | (1) |
|
|
|
263 | (1) |
|
|
|
264 | (1) |
|
|
|
265 | (1) |
|
|
|
265 | (1) |
|
|
|
265 | (1) |
|
Registered Office and Registered Agent |
|
|
265 | (1) |
|
|
|
266 | (7) |
|
|
|
266 | (1) |
|
|
|
266 | (1) |
|
Terms of Class or Series Determined by Board of Directors |
|
|
267 | (1) |
|
Issued and Outstanding Shares |
|
|
267 | (1) |
|
|
|
268 | (1) |
|
Subscription for Shares Before Incorporation |
|
|
268 | (1) |
|
|
|
268 | (1) |
|
Liability of Shareholders |
|
|
269 | (1) |
|
|
|
270 | (1) |
|
|
|
270 | (1) |
|
Restriction on Transfer of Shares and Other Securities |
|
|
270 | (1) |
|
Subsequent Acquisition of Shares by Shareholders and Corporation |
|
|
271 | (1) |
|
Shareholders' Preemptive Rights |
|
|
271 | (1) |
|
Corporation's Acquisition of Its Own Shares |
|
|
272 | (1) |
|
|
|
272 | (1) |
|
Distributions to Shareholders |
|
|
272 | (1) |
|
|
|
273 | (11) |
|
|
|
273 | (1) |
|
|
|
273 | (1) |
|
|
|
274 | (1) |
|
|
|
274 | (1) |
|
|
|
274 | (1) |
|
|
|
275 | (1) |
|
|
|
275 | (1) |
|
|
|
275 | (1) |
|
|
|
276 | (1) |
|
Shareholders' List for Meeting |
|
|
276 | (1) |
|
Voting Entitlement of Shares |
|
|
276 | (1) |
|
|
|
277 | (1) |
|
Quorum and Voting Requirements for Voting Groups |
|
|
277 | (1) |
|
Action by Single and Multiple Voting Groups |
|
|
278 | (1) |
|
Greater Quorum or Voting Requirements |
|
|
278 | (1) |
|
Voting for Directors; Cumulative Voting |
|
|
278 | (1) |
|
|
|
279 | (1) |
|
Subchapter C. Voting Trusts and Agreements |
|
|
279 | (1) |
|
|
|
279 | (1) |
|
|
|
280 | (1) |
|
|
|
280 | (1) |
|
Subchapter D. Derivative Proceedings |
|
|
281 | (1) |
|
|
|
281 | (1) |
|
|
|
282 | (1) |
|
|
|
282 | (1) |
|
|
|
282 | (1) |
|
|
|
282 | (1) |
|
Discontinuance or Settlement |
|
|
283 | (1) |
|
|
|
283 | (1) |
|
|
|
284 | (18) |
|
Subchapter A. Board of Directors |
|
|
284 | (1) |
|
Requirement for and Duties of Board of Directors |
|
|
284 | (1) |
|
Number and Election of Directors |
|
|
284 | (1) |
|
Election of Directors by Certain Classes of Shareholders |
|
|
284 | (1) |
|
Terms of Directors Generally |
|
|
285 | (1) |
|
Staggered Terms for Directors |
|
|
285 | (1) |
|
|
|
285 | (1) |
|
Removal of Directors by Shareholders |
|
|
286 | (1) |
|
Removal of Directors by Judicial Proceeding |
|
|
286 | (1) |
|
|
|
286 | (1) |
|
Compensation of Directors |
|
|
287 | (1) |
|
Subchapter B. Meetings and Action of the Board |
|
|
287 | (1) |
|
|
|
287 | (1) |
|
|
|
287 | (1) |
|
|
|
287 | (1) |
|
|
|
287 | (1) |
|
|
|
288 | (1) |
|
|
|
288 | (1) |
|
|
|
289 | (1) |
|
Standards of Conduct for Directors |
|
|
289 | (1) |
|
Standards of Liability for Directors |
|
|
290 | (1) |
|
Directors' Liability for Unlawful Distributions |
|
|
291 | (1) |
|
|
|
292 | (1) |
|
|
|
292 | (1) |
|
Standards of Conduct for Officers |
|
|
292 | (1) |
|
Resignation and Removal of Officers |
|
|
293 | (1) |
|
Contract Rights of Officers |
|
|
293 | (1) |
|
Subchapter E. Indemnification and Advance for Expenses |
|
|
294 | (1) |
|
|
|
294 | (1) |
|
Permissible Indemnification |
|
|
294 | (1) |
|
Mandatory Indemnification |
|
|
295 | (1) |
|
|
|
295 | (1) |
|
Court-Ordered Indemnification and Advance for Expenses |
|
|
296 | (1) |
|
Determination and Authorization of Indemnification |
|
|
296 | (1) |
|
Indemnification of Officers |
|
|
297 | (1) |
|
|
|
298 | (1) |
|
Variation by Corporate Action; Application of Subchapter |
|
|
298 | (1) |
|
Exclusivity of Subchapter |
|
|
298 | (1) |
|
Subchapter F. Directors' Conflicting Interest Transactions Introductory Comment |
|
|
298 | (1) |
|
|
|
298 | (2) |
|
|
|
300 | (1) |
|
|
|
300 | (1) |
|
|
|
301 | (1) |
|
Amendment of Articles of Incorporation and Bylaws |
|
|
302 | (5) |
|
Subchapter A. Amendment of Articles of Incorporation |
|
|
302 | (1) |
|
|
|
302 | (1) |
|
Amendment Before Issuance of Shares |
|
|
302 | (1) |
|
Amendment by Board of Directors and Shareholders |
|
|
302 | (1) |
|
Voting on Amendments by Voting Groups |
|
|
303 | (1) |
|
Amendment by Board of Directors |
|
|
304 | (1) |
|
|
|
305 | (1) |
|
|
|
305 | (1) |
|
Subchapter B. Amendment of Bylaws |
|
|
306 | (1) |
|
Amendment by Board of Directors or Shareholders |
|
|
306 | (1) |
|
Bylaw Increasing Quorum or Voting Requirement for Directors |
|
|
306 | (1) |
|
Bylaw Provisions Relating to the Election of Directors |
|
|
306 | (1) |
|
Mergers and Share Exchanges |
|
|
307 | (8) |
|
|
|
307 | (1) |
|
|
|
308 | (1) |
|
|
|
309 | (2) |
|
Action on a Plan of Merger or Share Exchange |
|
|
311 | (1) |
|
Merger Between Parent and Subsidiary or Between Subsidiaries |
|
|
312 | (1) |
|
Articles of Merger or Share Exchange |
|
|
313 | (1) |
|
Effect of Merger or Share Exchange |
|
|
314 | (1) |
|
|
|
315 | (2) |
|
Disposition of Assets Not Requiring Shareholder Approval |
|
|
315 | (1) |
|
Shareholder Approval of Certain Dispositions |
|
|
316 | (1) |
|
|
|
317 | (8) |
|
|
|
317 | (1) |
|
|
|
317 | (3) |
|
Assertion of Rights by Nominees and Beneficial Owners |
|
|
320 | (1) |
|
Subchapter B. Procedure for Exercise of Appraisal Rights |
|
|
321 | (1) |
|
Notice of Appraisal Rights |
|
|
321 | (1) |
|
Notice of Intent to Demand Payment |
|
|
321 | (1) |
|
Appraisal Notice and Form |
|
|
321 | (1) |
|
Perfection of Rights; Right to Withdraw |
|
|
322 | (1) |
|
|
|
323 | (1) |
|
Procedure If Shareholder Dissatisfied with Payment or Offer |
|
|
323 | (1) |
|
Subchapter C. Judicial Appraisal of Shares |
|
|
324 | (1) |
|
|
|
324 | (1) |
|
Court Costs and Counsel Fees |
|
|
325 | (1) |
|
|
|
325 | (4) |
|
Subchapter A. Voluntary Dissolution |
|
|
325 | (1) |
|
Dissolution by Board of Directors and Shareholders |
|
|
325 | (1) |
|
|
|
326 | (1) |
|
|
|
326 | (1) |
|
Subchapter B. Administrative Dissolution |
|
|
327 | (1) |
|
Grounds for Administrative Dissolution |
|
|
327 | (1) |
|
Subchapter C. Judicial Dissolution |
|
|
327 | (1) |
|
Grounds for Judicial Dissolution |
|
|
327 | (1) |
|
Receivership or Custodianship |
|
|
328 | (1) |
|
Election to Purchase in Lieu of Dissolution |
|
|
328 | (1) |
|
|
|
329 | (1) |
|
Subchapter A. Certificate of Authority |
|
|
329 | (1) |
|
Authority to Transact Business Required |
|
|
329 | (1) |
|
Registered Office and Registered Agent of Foreign Corporation |
|
|
330 | (1) |
|
|
|
330 | (5) |
|
|
|
330 | (1) |
|
|
|
330 | (1) |
|
Inspection of Records by Shareholders |
|
|
331 | (1) |
|
Scope of Inspection Right |
|
|
332 | (1) |
|
|
|
332 | (1) |
|
Inspection of Records by Directors |
|
|
332 | (1) |
|
|
|
333 | (1) |
|
Financial Statements for Shareholders |
|
|
333 | (2) |
|
New York Business Corporation Act |
|
|
335 | (24) |
|
Article
5. Corporate Finance |
|
|
335 | (13) |
|
|
|
335 | (1) |
|
Issue of Any Class of Preferred Shares in Series |
|
|
336 | (2) |
|
Subscription for Shares; Time of Payment, Forfeiture for Default |
|
|
338 | (1) |
|
Consideration and Payment for Shares |
|
|
339 | (1) |
|
Rights and Options to Purchase Shares; Issue of Rights and Options to Directors, Officers and Employees |
|
|
340 | (2) |
|
Determination of Stated Capital |
|
|
342 | (1) |
|
Dividends or Other Distributions in Cash or Property |
|
|
343 | (1) |
|
Share Distributions and Changes |
|
|
343 | (2) |
|
|
|
345 | (1) |
|
Purchase, Redemption and Certain Other Transactions by a Corporation with Respect to Its Own Shares |
|
|
346 | (1) |
|
Agreements for Purchase by a Corporation of Its Own Shares |
|
|
346 | (1) |
|
|
|
347 | (1) |
|
Reduction of Stated Capital in Certain Cases |
|
|
347 | (1) |
|
Article
8. Amendments and Changes |
|
|
348 | (2) |
|
Right to Amend Certificate of Incorporation |
|
|
348 | (1) |
|
Reduction of Stated Capital by Amendment |
|
|
349 | (1) |
|
Class Voting on Amendment |
|
|
350 | (1) |
|
Article
9. Merger of Consolidation; Guarantee; Disposition of Assets |
|
|
350 | (9) |
|
Requirements Relating to Certain Business Combinations |
|
|
350 | (9) |
|
Indiana Code: Standard of Conduct for Directors |
|
|
359 | (6) |
|
Standards of Conduct for Directors |
|
|
359 | (6) |
|
Standards of Conduct; Liability; Reaffirmation of Corporate Governance Rules; Presumption |
|
|
359 | (3) |
|
Conflict of Interest Transaction |
|
|
362 | (1) |
|
Loan or Guarantee to Director |
|
|
363 | (1) |
|
Unlawful Distribution; Liability; Contribution |
|
|
363 | (2) |
|
American Law Institute, Principles of Corporate Governance: Analysis and Recommendations (1994) |
|
|
365 | (20) |
|
Part II. The Objective and Conduct of the Corporation |
|
|
366 | (1) |
|
The Objective and Conduct of the Corporation |
|
|
366 | (1) |
|
Part IV. Duty of Care and the Business Judgment Rule |
|
|
367 | (3) |
|
Duty of Care of Directors and Officers; the Business Judgment Rule |
|
|
367 | (2) |
|
Reliance on Directors, Officers, Employees, Experts, and Other Persons |
|
|
369 | (1) |
|
Reliance on a Committee of the Board |
|
|
369 | (1) |
|
Part V. Duty of Fair Dealing |
|
|
370 | (7) |
|
[ Senior Officer and Director] Transactions with the Corporation |
|
|
370 | (1) |
|
Compensation of Directors and Senior Executives |
|
|
371 | (1) |
|
Use by a Director or Senior Executive of Corporate Property, Material Non-Public Corporate Information, or Corporate Position |
|
|
372 | (1) |
|
Taking of Corporate Opportunities by Directors or Senior Executives |
|
|
372 | (2) |
|
Competition with the Corporation |
|
|
374 | (1) |
|
Transactions Between Corporations with Common Directors or Senior Executives |
|
|
374 | (1) |
|
Transactions by a Controlling Shareholder with the Corporation |
|
|
374 | (1) |
|
Use by a Controlling Shareholder of Corporate Property, Material Non-Public Corporate Information, or Corporate Position |
|
|
375 | (1) |
|
Taking of Corporate Opportunities by a Controlling Shareholder |
|
|
376 | (1) |
|
Disposition of Voting Equity Securities by a Controlling Shareholder to Third Parties |
|
|
376 | (1) |
|
|
|
377 | (8) |
|
Direct and Derivative Actions Distinguished |
|
|
377 | (1) |
|
Standing to Commence and Maintain a Derivative Action |
|
|
378 | (1) |
|
Exhaustion of Intracorporate Remedies: The Demand Rule |
|
|
378 | (1) |
|
Pleading, Demand Rejection, Procedure, and Costs in a Derivative Action |
|
|
379 | (1) |
|
Board or Committee Authority in Regard to a Derivative Action |
|
|
380 | (1) |
|
Dismissal of a Derivative Action Based on a Motion Requesting Dismissal by the Board or a Committee: General Statement |
|
|
381 | (1) |
|
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 |
|
|
381 | (1) |
|
Procedures for Requesting Dismissal of a Derivative Action |
|
|
382 | (1) |
|
Standard of Judicial Review with Regard to a Board or Committee Motion Requesting Dismissal of a Derivative Action Under §7.08 |
|
|
383 | |
|
Dismissal of a Derivative Action Based upon Action by the Shareholders |
|
|
334 | (51) |
|
Federal Rules of Civil Procedure |
|
|
385 | (4) |
|
|
|
385 | (3) |
|
Rule 23.1. Derivative Actions by Shareholders |
|
|
388 | (1) |
|
Uniform Fraudulent Transfer Act (1984) |
|
|
389 | (6) |
|
|
|
389 | (1) |
|
|
|
389 | (1) |
|
Transfers Fraudulent as to Present and Future Creditors |
|
|
390 | (1) |
|
Transfers Fraudulent as to Present Creditors |
|
|
391 | (1) |
|
When Transfer Is Made or Obligation Is Incurred |
|
|
391 | (1) |
|
|
|
392 | (1) |
|
Defenses, Liability, and Protection of Transferee |
|
|
392 | (1) |
|
Extinguishment of [ Claim for Relief] [ Cause of Action] |
|
|
393 | (2) |
|
Securities Exchange Act of 1934 (15 U.S.C.A. §78a) and Associated Rules |
|
|
395 | (76) |
|
Manipulative and Deceptive Devices [ Section 10] |
|
|
396 | (1) |
|
|
|
397 | (8) |
|
Employment of Manipulative and Deceptive Devices |
|
|
397 | (1) |
|
Trading ``on the Basis of Material Nonpublic Information in Insider Trading Cases |
|
|
397 | (1) |
|
Duties of Trust or Confidence in Misappropriation Insider Trading Cases |
|
|
398 | (1) |
|
Section
12. 1934 Act Issuer Registration Requirement |
|
|
399 | (1) |
|
Registration Requirements for Securities [ Section 12] |
|
|
399 | (2) |
|
Section 13(a)-(b) Issuer Reporting Requirements 13(a)-(b) |
|
|
401 | (1) |
|
78m Periodical and Other Reports [ Section 13] |
|
|
401 | (2) |
|
Section 13(d). 5% Block Reporting Requirement |
|
|
403 | (2) |
|
Rules Under Section 13(d) |
|
|
405 | (7) |
|
Filing of Schedules 13D and 13G |
|
|
405 | (3) |
|
Filing of Amendments to Schedules 13D or 13G |
|
|
408 | (2) |
|
Acquisition of Securities |
|
|
410 | (1) |
|
Section 13(e). SEC Rule-Making Authority over Issuer Self-Purchases |
|
|
411 | (1) |
|
Rules Under Section 13(e) |
|
|
412 | (9) |
|
Purchase of Securities by the Issuer During a Third-Party Tender Offer |
|
|
412 | (1) |
|
Going Private Transactions by Certain Issuers or Their Affiliates |
|
|
412 | (6) |
|
|
|
418 | (2) |
|
Section 14a. The Solicitation of Proxies |
|
|
420 | (1) |
|
|
|
420 | (1) |
|
Proxy Rules Under Section 14(a) |
|
|
421 | (20) |
|
|
|
421 | (1) |
|
Solicitations to Which §240.14a-3 to §240.14a-15 Apply |
|
|
422 | (3) |
|
Information to Be Furnished to Security Holders |
|
|
425 | (1) |
|
|
|
425 | (4) |
|
|
|
429 | (2) |
|
Obligations of Registrants to Provide a List of, or Mail Soliciting Material to, Security Holders |
|
|
431 | (2) |
|
|
|
433 | (6) |
|
False or Misleading Statements |
|
|
439 | (1) |
|
Solicitation Before Furnishing a Proxy Statement |
|
|
440 | (1) |
|
Sections 14(d)-(e). Tender Offers |
|
|
441 | (18) |
|
Scope of and Definitions Applicable to Regulations 14D and 14E |
|
|
443 | (1) |
|
Commencement of a Tender Offer |
|
|
444 | (1) |
|
Filing and Transmission of Tender Offer Statement |
|
|
444 | (1) |
|
Dissemination of Tender Offers to Security Holders |
|
|
445 | (1) |
|
Dissemination of Certain Tender Offers by the Use of Stockholder Lists and Security Position Listings |
|
|
446 | (3) |
|
Disclosure of Tender Offer Information to Security Holders |
|
|
449 | (2) |
|
Additional Withdrawal Rights |
|
|
451 | (1) |
|
Exemption from Statutory Pro Rata Requirements |
|
|
452 | (1) |
|
Recommendation or Solicitation by the Subject Company and Others |
|
|
452 | (3) |
|
Equal Treatment of Security Holders |
|
|
455 | (1) |
|
Unlawful Tender Offer Practices |
|
|
456 | (1) |
|
Position of Subject Company with Respect to a Tender Offer |
|
|
457 | (1) |
|
Transactions in Securities on the Basis of Material, Nonpublic Information in the Context of Tender Offers |
|
|
457 | (2) |
|
Section
16. Ban on Short-Swing Profits |
|
|
459 | (9) |
|
Directors, Officers, and Principal Stockholders [ Section 16] |
|
|
459 | (2) |
|
Liability to Contemporaneous Traders for Insider Trading [ Section 20A] |
|
|
461 | (1) |
|
|
|
462 | (2) |
|
Persons and Transactions Subject to Section 16 |
|
|
464 | (1) |
|
Reporting Transactions and Holdings |
|
|
465 | (3) |
|
Section 21A. Authority to Impose Civil Penalities for Insider Trading |
|
|
468 | (3) |
|
Civil Penalties for Insider Trading [ Section 21A] |
|
|
468 | (3) |
|
|
|
471 | (4) |
|
General Rule Regarding Selective Disclosure |
|
|
471 | (1) |
|
|
|
471 | (2) |
|
No Effect on Antifraud Liability |
|
|
473 | (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 |
|
|
475 | (64) |
|
|
|
476 | (1) |
|
§229.10 (Item 10) General |
|
|
476 | (1) |
|
|
|
476 | (4) |
|
§229.101 (Item 101) Description of Business |
|
|
476 | (3) |
|
§229.102 (Item 102) Description of Property |
|
|
479 | (1) |
|
§229.103 (Item 103) Legal Proceedings |
|
|
479 | (1) |
|
Subpart 200---Securities of the Registrant |
|
|
480 | (1) |
|
§229.201 (Item 201) Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters |
|
|
480 | (1) |
|
Subpart 300---Financial Information |
|
|
481 | (9) |
|
§229.301 (Item 301) Selected Financial Data |
|
|
481 | (1) |
|
§229.303 (Item 303) Management's Discussion and Analysis of Financial Condition and Results of Operations |
|
|
482 | (3) |
|
§229.304 (Item 304) Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
|
|
485 | (4) |
|
§229.307 (Item 307) Disclosure Controls and Procedures |
|
|
489 | (1) |
|
§229.308 (Item 308) Internal Control over Financial Reporting |
|
|
489 | (1) |
|
Subpart 400---Management and Certain Securities Holders |
|
|
490 | (34) |
|
§229.401 (Item 401) Directors, Executive Officers, Promoters and Control Persons |
|
|
490 | (1) |
|
§229.402 (Item 402) Executive Compensation |
|
|
491 | (16) |
|
§229.403 (Item 403) Security Ownership of Certain Beneficial Owners and Management |
|
|
507 | (1) |
|
§229.404 (Item 404) Transactions with Related Persons, Promoters and Certain Control Persons |
|
|
508 | (4) |
|
§229.405 (Item 405) Compliance with Section 16(a) of the Exchange Act |
|
|
512 | (1) |
|
§229.406 (Item 406) Code of Ethics |
|
|
512 | (1) |
|
§229.407 (Item 407) Corporate Governance |
|
|
513 | (11) |
|
Subpart 229.1000---Mergers and Acquisitions |
|
|
524 | (15) |
|
§229.1000 (Item 1000) Definitions |
|
|
524 | (1) |
|
§229.1001 (Item 1001) Summary Term Sheet |
|
|
524 | (1) |
|
§229.1002 (Item 1002) Subject Company Information |
|
|
525 | (1) |
|
§229.1003 (Item 1003) Identity and Background of Filing Person |
|
|
525 | (1) |
|
§229.1004 (Item 1004) Terms of the Transaction |
|
|
526 | (1) |
|
§229.1005 (Item 1005) Past Contacts, Transactions, Negotiations and Agreements |
|
|
527 | (2) |
|
§229.1006 (Item 1006) Purposes of the Transaction and Plans or Proposals |
|
|
529 | (1) |
|
§229.1007 (Item 1007) Source and Amount of Funds or Other Consideration |
|
|
530 | (1) |
|
§229.1008 (Item 1008) Interest in Securities of the Subject Company |
|
|
531 | (1) |
|
§229.1009 (Item 1009) Persons/Assets, Retained, Employed, Compensated or Used |
|
|
531 | (1) |
|
§229.1010 (Item 1010) Financial Statements |
|
|
532 | (1) |
|
§229.1011 (Item 1011) Additional Information |
|
|
533 | (1) |
|
§229.1012 (Item 1012) The Solicitation or Recommendation |
|
|
533 | (1) |
|
§229.1013 (Item 1013) Purposes, Alternatives, Reasons and Effects in a Going-Private Transaction |
|
|
534 | (1) |
|
§229.1014 (Item 1014) Fairness of the Going-Private Transaction |
|
|
535 | (1) |
|
§229.1015 (Item 1015) Reports, Opinions, Appraisals and Negotiations |
|
|
536 | (3) |
|
Sarbanes-Oxley Act of 2002 |
|
|
539 | (12) |
|
Title I --- Public Company Accounting Oversight Board |
|
|
539 | (3) |
|
Establishment; Administrative Provisions |
|
|
539 | (1) |
|
Auditing, Quality Control, and Independence Standards and Rules |
|
|
540 | (1) |
|
Inspections of Registered Public Accounting Firms |
|
|
541 | (1) |
|
Title II --- Auditor Independence |
|
|
542 | (2) |
|
Services Outside the Scope of Practice of Auditors |
|
|
542 | (1) |
|
|
|
543 | (1) |
|
Auditor Reports to Audit Committees |
|
|
543 | (1) |
|
Title III --- Corporate Responsibility |
|
|
544 | (3) |
|
Public Company Audit Committees |
|
|
544 | (1) |
|
Corporate Responsibility for Financial Reports |
|
|
545 | (1) |
|
Improper Influence on Conduct of Audits |
|
|
546 | (1) |
|
Forfeiture of Certain Bonuses and Profits |
|
|
546 | (1) |
|
Rules of Professional Responsibility for Attorneys |
|
|
546 | (1) |
|
Title IV --- Enhanced Financial Disclosures |
|
|
547 | (4) |
|
Enhanced Conflict of Interest Provisions |
|
|
547 | (1) |
|
Management Assessment of Internal Controls |
|
|
547 | (1) |
|
Code of Ethics for Senior Financial Officers |
|
|
548 | (1) |
|
Disclosure of Audit Committee Financial Expert |
|
|
549 | (2) |
|
NYSE Listed Company Manual |
|
|
551 | (16) |
|
Corporate Governance Standards |
|
|
551 | (1) |
|
|
|
551 | (1) |
|
|
|
551 | (2) |
|
|
|
553 | (1) |
|
Nominating/Corporate Governance Committee |
|
|
554 | (1) |
|
|
|
554 | (2) |
|
|
|
556 | (1) |
|
Audit Committee Additional Requirements |
|
|
556 | (3) |
|
Shareholder Approval of Equity Compensation Plans |
|
|
559 | (2) |
|
|
|
561 | (1) |
|
|
|
562 | (5) |
|
Hart-Scott-Rodino Antitrust Improvement Act |
|
|
567 | (6) |
|
|
|
567 | (1) |
|
Aggregation of Voting Securities, Assets and Non-Corporate Interests |
|
|
567 | (1) |
|
Acquisitions of Voting Securities Not Meeting or Exceeding Greater Notification Threshold (as Adjusted) |
|
|
568 | (5) |
|
Directive 2004/25/EC of the European Parliament and of the Council on Takeover Bids |
|
|
573 | (12) |
|
|
|
573 | (1) |
|
|
|
574 | (1) |
|
Article
3. General Principles |
|
|
575 | (1) |
|
Article
5. Protection of Minority Shareholders, the Mandatory Bid and the Equitable Price |
|
|
575 | (2) |
|
Article
6. Information Concerning Bids |
|
|
577 | (1) |
|
Article
7. Time Allowed for Acceptance |
|
|
578 | (1) |
|
|
|
579 | (1) |
|
Article
9. Obligations of the Board of the Offeree Company |
|
|
579 | (1) |
|
Article
10. Information on Companies as Referred to in Article 1(1) |
|
|
580 | (1) |
|
|
|
581 | (1) |
|
Article
12. Optional Arrangements |
|
|
582 | (1) |
|
Article
13. Other Rules Applicable to the Conduct of Bids |
|
|
583 | (1) |
|
Article
15. The Right of Squeeze-Out |
|
|
583 | (1) |
|
Article
16. The Right of Sell-Out |
|
|
584 | (1) |
|
|
|
584 | (1) |
|
|
|
585 | (1) |
|
Article
21. Transposition |
|
|
585 | |
