Binding Shareholder Proposals
|
|
- Aubrey Owen
- 6 years ago
- Views:
Transcription
1 Binding Shareholder Proposals The Proposals That Bind: Dealing with Binding Shareholder Proposals in a Proxy Access World ABA Spring Meeting 2012 (Las Vegas, NV) Steven M. Haas Hunton & Williams LLP
2 Key Issues Who has the power to amend bylaws? Incorporators/initial directors Stockholders Directors What is the scope of permissible bylaws? Delaware General Corporation Law ( DGCL ) Common law Intersection between stockholders right to amend bylaws and board s duty to manage the corporation Can stockholders prevent directors from repealing a stockholderadopted bylaw? 2
3 Who Has the Power to Amend Corporate Bylaws? 3
4 Original Bylaws The original bylaws may be adopted, amended or repealed by the incorporators [or] by the initial directors. 109(a). In addition, the board may adopt, amend and repeal the bylaws prior to receiving any payment for any of its stock. 109(a). 4
5 Power Shifts to the Stockholders Once payment has been received for shares, the DGCL shifts the authority to amend the bylaws: After a corporation has received any payment for any of its stock, the power to adopt, amend or repeal bylaws shall be in the stockholders entitled to vote. 109(a). Legislative commentary: This Amendment makes it clear that stockholders always have the power to make, alter or repeal bylaws, even though the directors may also be delegated such power. 5
6 Charter Can Vest Power in the Directors Although stockholders have the power to amend the bylaws, the certificate of incorporation can provide such power to the directors: any corporation may, in its certificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors. 109(a). Almost every certificate of incorporation grants this power, without qualification. But this does not divest stockholders of their power: The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws. 109(a). 6
7 What is the Permissible Scope of Bylaws? 7
8 Scope of Permissible Bylaws General statutory authorization: The bylaws may contain any provision, not inconsistent with law or with the certificate of incorporation, relating to the business of the corporation, the conduct of its affairs and its rights or powers or the rights or powers of its stockholders, directors, officers or employees. 109(b). 8
9 Bylaws Contemplated by the DGCL The DGCL contemplates specific types of bylaws, including: Place of annual meeting ( 211) Director qualifications ( 141(a)) Titles, duties, and terms of officers ( 142) Ability to call special meeting ( 211(d)) Quorum and voting requirements ( 216) Notice of adjourned meetings ( 222(c)) 9
10 Bylaws Contemplated by the DGCL The DGCL also contemplates restrictions in the bylaws, including with respect to: Ability of directors to act by written consent ( 141(f)) Place of board meetings ( 141(g)) Board s authority to set director compensation ( 141(h)) Remote participation in meetings by directors ( 141(i)) 10
11 Common Law Limitations on the Scope of Bylaws Delaware courts have generally said bylaws establish rules and procedures Delaware courts have also imposed a reasonableness requirement on bylaws See Brumley v. Jessup & Moore Paper Co., 77 A. 16 (Del. 1910) (invalidating improper restriction in right to inspect books and records) In particular, this has been applied in the context of advance notice bylaws 11
12 To What Extent Can Shareholders Adopt Bylaws that Govern or Bind the Board of Directors? 12
13 Specific References to Stockholder- Adopted Bylaws in the DGCL Section 141(d): Board can be staggered pursuant to a stockholderadopted bylaw Section 216: Majority/plurality standard in director elections: A bylaw amendment adopted by stockholders which specifies the votes that shall be necessary for the election of directors shall not be further amended or repealed by the board of directors. Section 203(b)(3): Stockholders can opt-out of Section 203 with a bylaw amendment: A bylaw amendment adopted pursuant to this paragraph shall not be further amended by the board of directors. 13
14 Stockholder-Adopted Bylaws DGCL only contemplates very limited instances of stockholder-adopted bylaws. Otherwise, the DGCL does not explicitly address the question of the extent to which stockholder-adopted bylaws regulate or define board action. But see Hollinger Int l, Inc. v. Black, 844 A.2d 1022 (Del. Ch. 2004): Sections 109 and 141 [of the DGCL], taken in totality, and read in light of Frantz, make clear that bylaws may pervasively and strictly regulate the process by which boards act, subject to the constraints of equity. Id. at 1080 n.136 (emphasis added). 14
15 Stockholder-Adopted Bylaws Examples of stockholder-adopted bylaws Separation of Chairman and CEO roles Majority voting standards in director elections Proxy access (and, perhaps coming soon, proxy expense reimbursement) Binding vs. precatory considerations ISS and institutional shareholder support Potential exclusion under Rule 14a-8 because invalid under state law Ability to formulate bylaw under Rule 14a-8 word limit 15
16 Board s Authority to Manage the Corporation In examining the scope of a bylaw, look at the board s general statutory authority to manage the corporation. Under the DGCL, [t]he business and affairs of every corporation shall be managed by or under the direction of a board of directors, except as may be otherwise provided in this chapter or in its certificate of incorporation. 141(a). If any such provision is made in the certificate of incorporation, the powers and duties conferred or imposed upon the board of directors by this chapter shall be exercised or performed to such extent and by such person or persons as shall be provided in the certificate of incorporation. Id. 16
17 How do we reconcile Section 109(a) with Section 141(a)? Arguments in favor of stockholder empowerment: Section 141(a) says board manages the corporation except as may be otherwise provided in this chapter or in the certificate of incorporation Section 109(a), which gives stockholders the power to amend bylaws, is provided in this chapter 17
18 How do we reconcile Section 109(a) with Section 141(a)? But this issue was addressed by the Del. Supreme Court in CA, Inc. v. AFSCME, mem. op. (Del. 2008): [W]e do not construe Section 109 as an exception to Section 141(a). [T]he shareholders statutory power to adopt, amend or repeal bylaws under Section 109 cannot be inconsistent with the law, including Section 141(a) (emphasis added). [B]oth the board and the shareholders, independently and concurrently, possess the power to adopt, amend and repeal the bylaws. 18
19 How do we reconcile Section 109(a) with Section 141(a)? Board s authority, of course, is not without limitations, even in the absence of a limitation in the certificate of incorporation: Board s statutory mandate is accompanied by concomitant fiduciary duties. See Quickturn Design Sys., Inc. v. Shapiro, 721 A.2d 1281, (Del. 1998). Non-controlling stockholders, in contrast, do not owe any fiduciary duties, including in connection with proposal to amend the bylaws. 19
20 Can Stockholders Adopt a Bylaw that Prohibits the Board from Amending or Repealing It? 20
21 Restricting the Power to Repeal/Amend Under CA, such a bylaw arguably runs afoul of Section 141(a). In addition, such a bylaw would seemingly be in conflict with the standard provision in certificates of incorporation giving the board power to amend bylaws. Where a by-law provision is in conflict with a provision of the charter, the by-law provision is a nullity. Centaur Partners, IV v. Nat l Intergroup, Inc., 582 A.2d 923, 929 (Del. 1990). [A] corporation s bylaws may never contradict its certificate of incorporation. Oberly v. Kirby, 458 n.6 (Del. 1991) 21
22 Restricting the Power to Repeal/Amend But there is no definitive decision, and the case law is not clear. In American Int l Rent a Car, Inc. v. Cross, 1984 WL 8204, *3 (Del. Ch. May 9, 1984), the court suggested, in dicta, that shareholders could adopt a bylaw that expressly provided it could not be amended or repealed by the board. If a majority of American International's stockholders in fact disapproved of a Board's amendment of the bylaw, several recourses were, and continue to be, available to them. They could vote the incumbent directors out of office. Alternatively, they could cause a special meeting of the stockholders to be held for the purpose of amending the bylaws and, as part of the amendment, they could remove from the Board the power to further amend the provision in question. 22
23 Restricting the Power to Repeal/Amend In General DataComm Indus. v. State of Wis. Inv. Board, 731 A.2d 818 (Del. Ch. 1999) (Strine, V.C.), the court recognized the novelty of the issue of repealing stockholder-adopted bylaws: The question of whether a stockholder-approved bylaw may be repealed by a board of directors has not clearly been answered by a Delaware Court. However the affirmative answer may be the correct one. Id. at 822 n.1. 23
24 Restricting the Power to Repeal/Amend But see the Delaware Supreme Court s dicta in Centaur Partners, IV v. National Intergroup, Inc., 582 A.2d 923 (Del. 1990): Case involved a stockholder-adopted bylaw that fixed the number of directors and expressly provided that it could not be amended/repealed by the board. Supreme Court noted that the Certificate of Incorporation said the number of directors would be fixed as provided in the By-Laws and said that [t]o the extent that the directors have general authority to adopt or amend corporate by-laws, these two provisions are in obvious conflict. Id. at
25 Restricting the Power to Repeal/Amend Keep in mind, however, that a board s decision to amend or repeal a stockholder-adopted bylaw would be subject to the directors fiduciary duties Actions permitted under the DGCL cannot be done inequitably 25
26 What Alternative Bylaw Strategies Might be Pursued by Stockholders or Boards? 26
27 Alternative Strategies for Stockholders In light of CA, stockholders might impose procedural obstacles in the bylaws For example, the bylaw might provide that it can only be amended or repealed by a unanimous vote of the board of directors This has been upheld in Delaware, at least where a majority stockholder adopted the bylaw This could be potent in light of proxy access 27
28 Alternative Strategies for Stockholders Frantz Manuf. Co. v. EAC Indus., 501 A.2d 401 (Del. 1985) Upheld stockholder-adopted bylaws proposed by a hostile acquiror that required, among other things, unanimous director approval to take board action and unanimous ratification of board committee actions Hostile acquiror had one representative on board The bylaw amendments were a permissible part of [the stockholder s] attempt to avoid its disenfranchisement as a majority shareholder. Id. at 407. Bylaw amendments were not inequitable under the circumstances. Id. at
29 Alternative Strategies for Boards Supermajority voting requirements for stockholders to amend bylaws Advance notice and disclosure provisions Director qualifications (proxy access) Stockholder engagement 29
30 Bibliography Lawrence A. Hameresh, Corporate Democracy and Stockholder- Adopted By-Laws: Taking Back the Street?, 73 Tul. L. Rev. 409 (1998) Jay W. Eisenhofer & Michael J. Barry, Mandatory Bylaws are Permitted Under Delaware Law: An Argument in Favor of Shareholders Rights, Bank and Corporate Governance Law Reporter (May 2004) Frederick H. Alexander & James D. Honaker, Power to the Franchise or the Fiduciaries: An Analysis of the Limits on Stockholder Activist Bylaws, 33 Del. J. Corp. L. 749 (2008) 30
31 About Steven M. Haas is a partner focusing on corporate governance and mergers and acquisitions at Hunton & Williams LLP. He is a member of the Delaware and Virginia bars. He is the author of two chapters on stockholder rights and director duties in the treatise Corporate Governance: Law and Practice (LexisNexis) and is an adjunct professor of law at the University of Richmond School of Law. Prior to joining Hunton & Williams LLP, he was a senior associate at Abrams & Laster LLP in Wilmington, Delaware. Contact: shaas@hunton.com 31
Establishing and Enforcing Qualifications for Directors of Delaware Corporations
Establishing and Enforcing Qualifications for Directors of Delaware Corporations by Mark Gerstein, Steven Stokdyk and Anthony Bruno, Latham & Watkins LLP With the advent of proxy access, either by SEC
More informationMorris, Nichols, Arsht & Tunnell LLP (As Revised December 7, 2006) THE NUTS AND BOLTS OF MAJORITY VOTING
Morris, Nichols, Arsht & Tunnell LLP (As Revised December 7, 2006) THE NUTS AND BOLTS OF MAJORITY VOTING By Frederick H. Alexander, Esq. and James D. Honaker, Esq., Morris, Nichols, Arsht & Tunnell LLP,
More informationAnalysis of the 2014 Amendments to the Delaware General Corporation Law. Jeffrey R. Wolters, Esq. James D. Honaker, Esq.
Analysis of the 2014 Amendments to the Delaware General Corporation Law Jeffrey R. Wolters, Esq. James D. Honaker, Esq. ela Analysis of the 2014 Amendments to the Delaware General Corporation Law 1 Corp.
More informationMERGERS AND AQUISITIONS
Volume 26 Number 3, March 2012 MERGERS AND AQUISITIONS Delaying Judgment Day: How to Defer Stockholder Votes in Contested M&A Transactions In connection with an M&A transaction, public companies sometimes
More informationUNITED STATES COURT OF APPEALS FOR THE SECOND CIRCUIT. LUCIAN BEBCHUK Appellant, -against- ELECTRONIC ARTS, INCORPORATED Appellee.
No. 08-5842-cv UNITED STATES COURT OF APPEALS FOR THE SECOND CIRCUIT LUCIAN BEBCHUK Appellant, -against- ELECTRONIC ARTS, INCORPORATED Appellee. On Appeal from an Order of the United States District Court
More informationIN THE COURT OF CHANCERY OF THE STATE OF DELAWARE ) ) ) ) ) ) ) ) ) ) ) ) ) ) MEMORANDUM OPINION
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE HAROLD FRECHTER, v. Plaintiff, DAWN M. ZIER, MICHAEL J. HAGAN, PAUL GUYARDO, MICHAEL D. MANGAN, ANDREW M. WEISS, ROBERT F. BERNSTOCK, JAY HERRATTI, BRIAN
More informationTop 10 Delaware Corporate Opinions of 2008
Top 10 Delaware Corporate Opinions of 2008 2008 was marred by economic downturns, financial scandals and collapses, but the influence and importance of Delaware corporate law has remained stable. With
More information2018 Thomson Reuters. No claim to original U.S. Government Works. 1
KeyCite Yellow Flag - Negative Treatment Called into Doubt by Statute as Stated in Solak v. Sarowitz, Del.Ch., December 27, 2016 91 A.3d 554 Supreme Court of Delaware. ATP TOUR, INC., Etienne De Villiers,
More informationORAL ARGUMENT NOT YET SCHEDULED No IN THE UNITED STATES COURT OF APPEALS FOR THE DISTRICT OF COLUMBIA CIRCUIT
Case: 10-1305 Document: 1282287 Filed: 12/09/2010 Page: 1 ORAL ARGUMENT NOT YET SCHEDULED No. 10-1305 IN THE UNITED STATES COURT OF APPEALS FOR THE DISTRICT OF COLUMBIA CIRCUIT BUSINESS ROUNDTABLE and
More informationI n its last session, the Delaware legislature passed a. Corporate Law & Accountability Report
Corporate Law & Accountability Report Reproduced with permission from Corporate Accountability Report, 13 CARE 30, 07/24/2015. Copyright 2015 by The Bureau of National Affairs, Inc. (800-372-1033) http://www.bna.com
More informationNEWFIELD EXPLORATION COMPANY. Amended and Restated Effective as of August 10, 2016
NEWFIELD EXPLORATION COMPANY CHARTER OF THE COMPENSATION & MANAGEMENT DEVELOPMENT COMMITTEE OF THE BOARD OF DIRECTORS Amended and Restated Effective as of August 10, 2016 The Board of Directors (the Board
More informationPosted by Jenness E. Parker and Kaitlin E. Maloney, Skadden, Arps, Slate, Meagher & Flom LLP, on Sunday, May 21, 2017
Posted by Jenness E. Parker and Kaitlin E. Maloney, Skadden, Arps, Slate, Meagher & Flom LLP, on Sunday, May 21, 2017 Editor s note: Jenness E. Parker is Counsel and Kaitlin E. Maloney is an associate
More informationNEWFIELD EXPLORATION COMPANY CHARTER. Amended and Restated Effective as of August 10, 2016
NEWFIELD EXPLORATION COMPANY CHARTER OF THE NOMINATING & CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS Amended and Restated Effective as of August 10, 2016 The Board of Directors (the Board
More informationFMSA HOLDINGS INC. EXECUTIVE COMMITTEE CHARTER OF THE BOARD OF DIRECTORS (Adopted as of September 11, 2014)
FMSA HOLDINGS INC. EXECUTIVE COMMITTEE CHARTER OF THE BOARD OF DIRECTORS (Adopted as of September 11, 2014) The Board of Directors (the Board ) of FMSA Holdings Inc. (the Company ) has established the
More informationC. Advise the Board regarding the appropriate composition of the Board and its committees, as well as the Management Board;
FRANK S INTERNATIONAL N.V. CHARTER OF THE NOMINATING & GOVERNANCE COMMITTEE OF THE BOARD OF SUPERVISORY DIRECTORS (Adopted as of May 20, 2016; Last amended and restated on February 19, 2018) The Board
More informationBYLAWS KKR & CO. INC. (Effective July 1, 2018) ARTICLE I OFFICES
BYLAWS OF KKR & CO. INC. (Effective July 1, 2018) ARTICLE I OFFICES Section 1.01 Registered Office. The registered office and registered agent of KKR & Co. Inc. (the Corporation ) shall be as set forth
More informationINSIGHTS. Guidance on Identifying Officers for Advancement and Indemnification CORPORATE GOVERNANCE. The Corporate & Securities Law Advisor
INSIGHTS The Corporate & Securities Law Advisor VOLUME 30, NUMBER 11, NOVEMBER 2016 CORPORATE GOVERNANCE Guidance on Identifying Officers for Advancement and Indemnification Recent Delaware decisions demonstrate
More informationLIBBEY INC. COMPENSATION COMMITTEE CHARTER
LIBBEY INC. COMPENSATION COMMITTEE CHARTER Purpose The purpose of the Compensation Committee (the Committee ) of the Board of Directors (the Board ) of Libbey Inc., a Delaware corporation (the Company
More informationDANA INCORPORATED COMPENSATION COMMITTEE CHARTER
DANA INCORPORATED COMPENSATION COMMITTEE CHARTER Purposes The Compensation Committee (the Committee ) of the Board of Directors (the Board ) of Dana Incorporated (the Company ) establishes and administers
More informationREATA PHARMACEUTICALS, INC. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS CHARTER
REATA PHARMACEUTICALS, INC. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS CHARTER As Approved and Adopted by the Board of Directors October 15, 2015 I. Purpose The Board of Directors
More informationSANDRIDGE ENERGY, INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS. (As adopted on October 5, 2016)
SANDRIDGE ENERGY, INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS (As adopted on October 5, 2016) The Board of Directors (the Board ) of SandRidge Energy, Inc. (the Company ) has established
More informationCharter of the Compensation Committee of the Board of Directors of SanDisk Corporation (Adopted March 19, 2015)
Charter of the Compensation Committee of the Board of Directors of () Purposes. The primary purposes of the Compensation Committee (the Committee ) of SanDisk Corporation ( SanDisk ) are to (1) discharge
More informationTENTH AMENDED AND RESTATED BYLAWS OF CBOE EXCHANGE, INC. ARTICLE I Definitions
Section 1.1. Definitions. TENTH AMENDED AND RESTATED BYLAWS OF CBOE EXCHANGE, INC. ARTICLE I Definitions When used in these Bylaws, except as expressly otherwise provided or unless the context otherwise
More informationRecent Delaware Corporate Governance Decisions. Paul D. Manca, Esquire Hogan & Hartson LLP Washington, DC
APRIL 2009 EXECUTIVE SUMMARY Recent Delaware Corporate Governance Decisions Paul D. Manca, Esquire Hogan & Hartson LLP Washington, DC BUSINESS LAW AND GOVERNANCE PRACTICE GROUP In three separate decisions
More informationAMENDED AND RESTATED CERTIFICATE OF INCORPORATION PJT PARTNERS INC. ARTICLE I ARTICLE II ARTICLE III
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PJT PARTNERS INC. The present name of the corporation is PJT Partners Inc. (the Corporation ). The Corporation was incorporated under the name Blackstone
More informationNEXEO SOLUTIONS, INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS (Adopted as of June 9, 2016)
NEXEO SOLUTIONS, INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS (Adopted as of June 9, 2016) The Board of Directors (the Board ) of Nexeo Solutions, Inc. (the Company ) has established
More informationTHIRD AMENDED AND RESTATED BYLAWS OF AMERICAN AIRLINES GROUP INC. (hereinafter called the Corporation ) Effective June 13, 2018 * * * * * * * * * * *
THIRD AMENDED AND RESTATED BYLAWS OF AMERICAN AIRLINES GROUP INC. (hereinafter called the Corporation ) Effective June 13, 2018 * * * * * * * * * * * ARTICLE I Offices The registered office of the Corporation
More informationULTA BEAUTY, INC. COMPENSATION COMMITTEE CHARTER
ULTA BEAUTY, INC. COMPENSATION COMMITTEE CHARTER This Compensation Committee Charter was adopted by the Board of Directors (the Board ) of Ulta Beauty, Inc. (the Company ) on June 1, 2016 replacing the
More informationAMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VMWARE, INC.
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VMWARE, INC. VMWARE, INC., a corporation organized and existing under the laws of the State of Delaware (the Corporation ), DOES HEREBY CERTIFY AS FOLLOWS:
More informationCHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF KAISER ALUMINUM CORPORATION
CHARTER THE COMPENSATION COMMITTEE THE BOARD DIRECTORS KAISER ALUMINUM CORPORATION Purposes The Compensation Committee of the Board of Directors of the Company establishes and administers the Company s
More informationKEY ENERGY SERVICES, INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS (Adopted as of December 15, 2016, Amended November 2, 2017)
KEY ENERGY SERVICES, INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS (Adopted as of December 15, 2016, Amended November 2, 2017) The Board of Directors (the Board ) of Key Energy Services,
More informationGENERAL CORPORATION I.Aw
ANALYSIS OF THE 2000 AMENDMENTS ::E DELAWARE GENERAL CORPORATION I.Aw Lewis S. Black, Jr., Esq. and Frederick H. Alexander, Esq. Reprinted From Aspen Law & Business CORPORATION Copyright 2000 by Aspen
More informationIN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE ROBERT STROUGO, on behalf of himself and all others similarly situated, Plaintiff, EFiled: Dec 24 2014 10:48AM EST Transaction ID 56518511 Case No. 9770-CB
More informationSTONE ENERGY CORPORATION COMPENSATION COMMITTEE CHARTER
STONE ENERGY CORPORATION COMPENSATION COMMITTEE CHARTER Purpose The Compensation Committee is appointed by the Board of Directors (the Board ) of Stone Energy Corporation (the Company ) to (1) review,
More informationFTS INTERNATIONAL, INC. COMPENSATION COMMITTEE CHARTER
FTS INTERNATIONAL, INC. COMPENSATION COMMITTEE CHARTER Purpose The Compensation Committee (the Committee ) of the Board of Directors (the Board ) establishes and administers the Company s compensation
More informationNOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER OF GOODRICH PETROLEUM CORPORATION. (May 19, 2010)
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER OF GOODRICH PETROLEUM CORPORATION (May 19, 2010) The Board of Directors (the Board ) of Goodrich Petroleum Corporation (the Company ) has established
More informationCompensation and Development Committee Charter of the Board of Directors of Thor Industries, Inc.
I. Purpose and Authority Compensation and Development Committee Charter of the Board of Directors of Thor Industries, Inc. The Compensation and Development Committee (the Committee ) of the Board of Directors
More information) ) ) ) ) ) ) ) ) ) ) PLAINTIFF S OPENING BRIEF IN SUPPORT OF ITS MOTION FOR JUDGMENT ON THE PLEADINGS
EFiled: Feb 4 2008 7:52PM EST Transaction ID 18440341 Case No. 3447-CC IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE JANA MASTER FUND, LTD., A Cayman Islands exempted company, v. Plaintiff, CNET NETWORKS,
More informationCHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF LSB INDUSTRIES, INC. Amended and Approved October 29, 2015
CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF LSB INDUSTRIES, INC. Amended and Approved October 29, 2015 Purpose The Compensation Committee (the Committee ) of the Board of Directors
More informationMcDERMOTT INTERNATIONAL, INC. Compensation Committee Charter
November 3, 2017 McDERMOTT INTERNATIONAL, INC. Compensation Committee Charter Purpose The Compensation Committee (the Committee ), in its capacity as a committee of the Board of Directors (the Board )
More informationOGE ENERGY CORP. COMPENSATION COMMITTEE CHARTER
OGE ENERGY CORP. COMPENSATION COMMITTEE CHARTER Purposes The Compensation Committee of the Board of Directors of OGE Energy Corp. (the "Company") establishes and administers the Company's policies, programs
More informationEX v333748_ex3 1.htm SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. Exhibit 3.1
EX 3.1 2 v333748_ex3 1.htm SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GLOBAL EAGLE ACQUISITION CORP. Global Eagle
More informationCERTIFICATE OF INCORPORATION OF WINGSTOP INC.
CERTIFICATE OF INCORPORATION OF WINGSTOP INC. ARTICLE I - NAME The name of the corporation is Wingstop Inc. (the Corporation ). ARTICLE II - REGISTERED OFFICE AND AGENT The address of the Corporation s
More informationCITIZENS, INC. Amended and Restated Compensation Committee Charter. Adopted November 5, 2014
CITIZENS, INC. Amended and Restated Compensation Committee Charter Adopted November 5, 2014 A. Purpose The Committee is appointed by the Board of Directors to discharge the Board of Directors responsibilities
More informationVENATOR MATERIALS PLC COMPENSATION COMMITTEE CHARTER. Effective as of August 1, 2017
VENATOR MATERIALS PLC COMPENSATION COMMITTEE CHARTER Effective as of August 1, 2017 The Board of Directors (the Board ) of Venator Materials PLC (including its subsidiaries, the Company ) will appoint
More informationREPLY BRIEF IN FURTHER SUPPORT OF PLAINTIFF S MOTION FOR PARTIAL SUMMARY JUDGMENT
EFiled: Jan 30 2009 11:58AM EST Transaction ID 23544600 Case No. 4128-VCP IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE SUSAN A. MARTINEZ, : : Plaintiff, : : v. : C.A. No. 4128-VCP : REGIONS FINANCIAL
More informationBYLAWS SCHOOL SPECIALTY, INC. (Effective as of June 11, 2013) ARTICLE I. Offices
BYLAWS of SCHOOL SPECIALTY, INC. (Effective as of June 11, 2013) ARTICLE I Offices 1. Business Offices. The Corporation may have one or more offices at such place or places, either within or outside the
More informationExhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF DYADIC INTERNATIONAL, INC. (A DELAWARE CORPORATION) EFFECTIVE AS OF DECEMBER 13, 2018
Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF DYADIC INTERNATIONAL, INC. (A DELAWARE CORPORATION) EFFECTIVE AS OF DECEMBER 13, 2018 TABLE OF CONTENTS Page ARTICLE I OFFICES... 1 Section 1.01 Registered
More informationSecond Amended and Restated Charter for the Compensation and Nominating Committee Of the Board of Directors Of Celadon Group, Inc.
Second Amended and Restated Charter for the Compensation and Nominating Committee Of the Board of Directors Of Celadon Group, Inc. 1. Purpose The purposes of the Compensation and Nominating Committee (the
More informationDelaware Law Update: Don t Ask, Don t Waive Standstills
Delaware Law Update: Don t Ask, Don t Waive Standstills Subcommittee on Acquisitions of Public Companies February 1, 2013 Jennifer Fonner DiNucci Cooley LLP Patricia O. Vella Morris, Nichols, Arsht & Tunnell
More informationFLIR SYSTEMS, INC. CHARTER OF THE CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS (Amended & Restated as of July 23, 2015) Purpose:
FLIR SYSTEMS, INC. CHARTER OF THE CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS (Amended & Restated as of July 23, 2015) Purpose: The purpose of the Corporate Governance Committee (the Committee
More informationAtp Tour, Inc. v. Deutscher Tennis Bund, 91 A.3d 554 (Del., 2014)
Atp Tour, Inc. v. Deutscher Tennis Bund, 91 A.3d 554 (Del., 2014) 91 A.3d 554 ATP TOUR, INC., Etienne De Villiers, Charles Pasarell, Graham Pearce, Jacco Eltingh, Perry Rogers, and Iggy Jovanovic, Appellants,
More informationDelaware Chancery Court Confirms the Invalidity of Fee-Shifting Bylaws for Stock Corporations
4 January 2017 Practice Group(s): Corporate/M&A Delaware Chancery Court Confirms the Invalidity of Fee-Shifting Bylaws for By Lisa R. Stark and Taylor B. Bartholomew In Solak v. Sarowitz, C.A. No. 12299-CB
More informationStockholder Inspection Pursuant to Section 220 of the DGCL
Highland Select Equity Master Fund, L.P. c/o Highland Capital Management, L.P. 300 Crescent Court Suite 700 Dallas, Texas 75201 02/28/2019 VIA EMAIL AND OVERNIGHT DELIVERY Medley Capital Corporation 280
More informationTHIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CERIDIAN HCM HOLDING INC.
THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CERIDIAN HCM HOLDING INC. Ceridian HCM Holding Inc., a corporation organized and existing under the laws of the State of Delaware (the Corporation
More information[This article appears in INSIGHTS, Vol. 25, No. 11, Nov. 2011] New SEC Guidance on Legality and Tax Opinions in Registered Offerings
[This article appears in INSIGHTS, Vol. 25, No. 11, Nov. 2011] New SEC Guidance on Legality and Tax Opinions in Registered Offerings by Stanley Keller The SEC has issued important guidance on Exhibit 5
More informationVIKING THERAPEUTICS, INC. CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS
PURPOSE VIKING THERAPEUTICS, INC. CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS The purpose of the Nominating and Corporate Governance Committee (the Committee
More information) ) ) ) ) ) ) ) ) ) ) ) OPINION. Date Submitted: October 8, 2010 Date Decided: October 8, 2010
EFiled: Oct 8 2010 5:34PM EDT Transaction ID 33727021 Case No. 5817-CC IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE AIRGAS, INC., JAMES HOVEY, PAULA SNEED, DAVID STOUT, LEE THOMAS, JOHN VAN RODEN
More informationGRUBHUB INC. COMPENSATION COMMITTEE CHARTER. Adopted February 26, 2014
I. General Statement of Purpose GRUBHUB INC. COMPENSATION COMMITTEE CHARTER Adopted February 26, 2014 This charter adopted by the Board of Directors (the Board ) of GrubHub Inc. (the Company ), governs
More informationAMENDED AND RESTATED BYLAWS DELL TECHNOLOGIES INC. (Effective September 7, 2016) ARTICLE I OFFICES
AMENDED AND RESTATED BYLAWS OF DELL TECHNOLOGIES INC. (Effective September 7, 2016) ARTICLE I OFFICES SECTION 1.01 Registered Office. The registered office and registered agent of Dell Technologies Inc.
More informationSECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TRANSUNION * * * * * ARTICLE I NAME. The name of the Corporation is TransUnion.
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TRANSUNION * * * * * The present name of the corporation is TransUnion (the Corporation ). The Corporation was incorporated under the name Spartan
More informationCHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS (As Amended and Revised, October 15, 2015)
CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS (As Amended and Revised, October 15, 2015) The Board of Directors ( Board and its members, Directors ) of American Tower Corporation ( Company
More informationBYLAWS. DEL FRISCO S RESTAURANT GROUP, INC. (a Delaware corporation) ARTICLE I CORPORATE OFFICES
BYLAWS OF DEL FRISCO S RESTAURANT GROUP, INC. (a Delaware corporation) ARTICLE I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of the Corporation shall be fixed in the Certificate
More informationWASHINGTON,D.C FORM8-K CURRENTREPORTPURSUANT. SECURITIESEXCHANGEACTOF1934 Date of Report (Date of earliest event reported) June 7, 2018
UNITEDSTATES SECURITIESANDEXCHANGECOMMISSION WASHINGTON,D.C.20549 FORM8-K CURRENTREPORTPURSUANT TOSECTION13OR15(d)OFTHE SECURITIESEXCHANGEACTOF1934 Date of Report (Date of earliest event reported) June
More informationSEMGROUP CORPORATION (the Company ) Compensation Committee Charter
Last revised December 10, 2015 SEMGROUP CORPORATION (the Company ) Compensation Committee Charter I. PURPOSES The purpose of the Compensation Committee (the Committee ) of the Board of Directors of the
More informationARTICLE I NAME OF CORPORATION ARTICLE II REGISTERED OFFICE; REGISTERED AGENT ARTICLE III PURPOSE ARTICLE IV STOCK
FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALCOA UPSTREAM CORPORATION ALCOA UPSTREAM CORPORATION, a corporation organized and existing under the laws of the State of Delaware, pursuant
More informationIN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE LEVITT CORP., a Florida corporation, : : Plaintiff, : : v. : C.A. No. 3622-VCN : OFFICE DEPOT, INC., a Delaware : corporation, : : Defendant. : MEMORANDUM
More informationRLJ Entertainment, Inc. Compensation Committee Charter
As adopted by the Board of Directors October 3, 2012 Revised April 30, 2013 and May 6, 2014 RLJ Entertainment, Inc. Compensation Committee Charter I. Purpose The Compensation Committee (the Committee )
More informationCUMULUS MEDIA INC. COMPENSATION COMMITTEE CHARTER
CUMULUS MEDIA INC. COMPENSATION COMMITTEE CHARTER Purposes The Compensation Committee (the Committee ) of the Board of Directors (the Board ) of Cumulus Media Inc., a Delaware corporation (the Company
More informationPURPOSE COMPOSITION AND QUALIFICATIONS
PURPOSE BRIDGEPOINT EDUCATION, INC. CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS (adopted on November 23, 2010 and amended on August 27, 2012, May 14, 2013, May 28, 2014 and May 12,
More informationBylaws. PetSmart, Inc. (a Delaware Corporation) As Amended through. June 23, 2009
Bylaws of PetSmart, Inc. (a Delaware Corporation) As Amended through June 23, 2009 TABLE OF CONTENTS PAGE ARTICLE I OFFICES... 1 Section 1. Registered Office... 1 Section 2. Other Offices... 1 ARTICLE
More informationSECOND AMENDED AND RESTATED BYLAWS TRANSUNION ARTICLE I. Offices ARTICLE II. Meetings of Stockholders
SECOND AMENDED AND RESTATED BYLAWS OF TRANSUNION ARTICLE I Offices SECTION 1.01 Registered Office. The registered office and registered agent of TransUnion (the Corporation ) in the State of Delaware shall
More informationCERTIFICATE OF INCORPORATION OF UNITEDHEALTH GROUP INCORPORATED ARTICLE I NAME
CERTIFICATE OF INCORPORATION OF UNITEDHEALTH GROUP INCORPORATED The undersigned does hereby make and acknowledge this Certificate of Incorporation for the purpose of forming a business corporation pursuant
More informationHuman Resources & Compensation Committee (BOHC & BOH Board Committee)
CHARTER Human Resources & Compensation Committee (BOHC & BOH Board Committee) April 27, 2018 PURPOSE The Human Resources and Compensation Committee (the Committee ) is established pursuant to the By-Laws
More informationCHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF FTD COMPANIES, INC. ADOPTED BY THE BOARD EFFECTIVE NOVEMBER 1, 2013
CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF FTD COMPANIES, INC. ADOPTED BY THE BOARD EFFECTIVE NOVEMBER 1, 2013 I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee
More informationEXHIBIT B (Redlines)
Case 13-11482-KJC Doc 3406-2 Filed 03/26/15 Page 1 of 61 EXHIBIT B (Redlines) Case 13-11482-KJC Doc 3406-2 Filed 03/26/15 Page 2 of 61 EXHIBIT 6.12 CERTIFICATE OF INCORPORATION AND BYLAWS \ Case 13-11482-KJC
More informationFOURTH AMENDED AND RESTATED BYLAWS. ELAH HOLDINGS, INC. (a Delaware corporation) ARTICLE I CORPORATE OFFICES
FOURTH AMENDED AND RESTATED BYLAWS OF ELAH HOLDINGS, INC. (a Delaware corporation) ARTICLE I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of Elah Holdings, Inc. (the Corporation
More informationAMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SPORTSMAN S WAREHOUSE HOLDINGS, INC.
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SPORTSMAN S WAREHOUSE HOLDINGS, INC. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware Sportsman s Warehouse
More informationCharter Compensation and Human Development Committee Time Warner Inc.
Charter Compensation and Human Development Committee Time Warner Inc. The Board of Directors of Time Warner Inc. (the Corporation ; Company refers to the Corporation and its consolidated subsidiaries)
More informationM.D.C. HOLDINGS, INC. RE-STATED CHARTER FOR THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
M.D.C. HOLDINGS, INC. RE-STATED CHARTER FOR THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS The Board of Directors (the "Board") of M.D.C. Holdings, Inc., ("MDC" or "the Company") previously established
More informationSALESFORCE.COM, INC. (Exact name of Registrant as specified in charter)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 2, 2016 Date of Report (date
More informationVerisk Analytics, Inc. A Delaware corporation (the Company ) Corporate Governance Guidelines Amended and Restated March 11, 2016
Verisk Analytics, Inc. A Delaware corporation (the Company ) Corporate Governance Guidelines Amended and Restated March 11, 2016 1. Size and Composition of the Board and Board Membership Criteria; Director
More informationSANDRIDGE ENERGY, INC. CHARTER OF THE NOMINATING & GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS. (As adopted on October 5, 2016)
SANDRIDGE ENERGY, INC. CHARTER OF THE NOMINATING & GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS (As adopted on October 5, 2016) The Board of Directors (the Board ) of SandRidge Energy, Inc. (the Company
More informationC&J ENERGY SERVICES, INC. CHARTER OF THE NOMINATING AND GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS (Amended and Adopted as of December 14, 2017)
CHARTER OF THE NOMINATING AND GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS (Amended and Adopted as of December 14, 2017) The Board of Directors (the Board ) of C&J Energy Services, Inc. (the Company
More informationAMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHICAGO STOCK EXCHANGE, INC.
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHICAGO STOCK EXCHANGE, INC. This Amended and Restated Certificate of Incorporation of the Corporation has been duly adopted in accordance with Sections
More informationWORKDAY, INC. AMENDED AND RESTATED BYLAWS
WORKDAY, INC. AMENDED AND RESTATED BYLAWS (As Adopted June 3, 2015) WORKDAY, INC. AMENDED AND RESTATED BYLAWS TABLE OF CONTENTS Page ARTICLE I: STOCKHOLDERS 1 Section 1.1: Annual Meetings... 1 Section
More informationBYLAWS OF THE CHEESECAKE FACTORY INCORPORATED. Amended and Restated on May 20, 2009 ARTICLE I OFFICES
BYLAWS OF THE CHEESECAKE FACTORY INCORPORATED Amended and Restated on May 20, 2009 ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of The Cheesecake Factory Incorporated (the Corporation
More informationNEWFIELD EXPLORATION COMPANY CHARTER. Amended and Restated Effective as of August 10, 2016
NEWFIELD EXPLORATION COMPANY CHARTER OF THE OPERATIONS AND RESERVES COMMITTEE OF THE BOARD OF DIRECTORS Amended and Restated Effective as of August 10, 2016 The Board of Directors (the Board ) of Newfield
More informationCHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS I. PURPOSE
CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS Page: 1 of 7 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS This Charter of the Compensation Committee (the "Committee")
More informationCERTIFICATE OF INCORPORATION OF EDWARD MERGER SUBSIDIARY, INC. ARTICLE I. The name of this Corporation is: Edward Merger Subsidiary, Inc.
CERTIFICATE OF INCORPORATION OF EDWARD MERGER SUBSIDIARY, INC. ARTICLE I The name of this Corporation is: Edward Merger Subsidiary, Inc. ARTICLE II The registered office of the Corporation in the State
More informationVAALCO ENERGY, INC. Nominating and Corporate Governance Committee Charter. Amended and Restated as of January 19, 2016
VAALCO ENERGY, INC. Nominating and Corporate Governance Committee Charter Amended and Restated as of January 19, 2016 This Nominating and Corporate Governance Committee Charter (the Charter ) sets forth
More informationPierre Schroeder, et al. v. Philippe Buhannic, et al., C.A. No JTL, order (Del. Ch. Jan. 10, 2018)
EFiled: Jan 10 2018 08:00A[ Transaction ID 61547771 Case No. 2017-0746-JTL IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE "^^P PIERRE SCHROEDER and PIERO GRANDI, Plaintiffs, PHILIPPE BUHANNIC, PATRICK
More informationRESTATED CERTIFICATE OF INCORPORATION OF GANNETT CO., INC.
RESTATED CERTIFICATE OF INCORPORATION OF GANNETT CO., INC. Gannett Co., Inc., a corporation organized and existing under the laws of the State of Delaware, pursuant to Section 245 of the General Corporation
More information2013 REVISIONS TO THE TENNESSEE BUSINESS CORPORATION ACT
2013 REVISIONS TO THE TENNESSEE BUSINESS CORPORATION ACT TREVOR MCELHANEY * I. INTRODUCTION ** The Tennessee Business Corporation Act, as amended ( TBCA ), is the primary governing authority over the formation
More informationCHARTER OF THE COMPENSATION COMMITTEE
May 7, 2013 CHARTER OF THE COMPENSATION PURPOSE OF THE MEMBERSHIP The purposes of the Compensation Committee (the Committee ) of the Board of Directors (the Board ) of Griffon Corporation ( Griffon ) are
More informationINSURANCE AGENTS & BROKERS SERVICE GROUP, INC. BYLAWS 1234
INSURANCE AGENTS & BROKERS SERVICE GROUP, INC. BYLAWS 1234 1 Bylaws adopted DE Merger April 18, 2007. 2 Bylaws amended October 26, 2010. 3 Bylaws amended November 7, 2017. 4 Bylaws amended May 23, 2018
More informationCHARTER OF THE NOMINATING AND GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF SILVER SPRING NETWORKS, INC.
CHARTER OF THE NOMINATING AND GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF SILVER SPRING NETWORKS, INC. PURPOSE The purpose of the Nominating and Governance Committee (the Committee ) of the Board
More informationIN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY LIONS GATE ENTERTAINMENT ) CORP., a British Columbia corporation, ) ) Plaintiff, ) ) Civil Action No. 2011-N v. ) ) IMAGE
More informationGENERAL MOTORS COMPANY AMENDED AND RESTATED BYLAWS AS OF DECEMBER 13, 2017 ARTICLE I MEETINGS OF SHAREHOLDERS
GENERAL MOTORS COMPANY AMENDED AND RESTATED BYLAWS AS OF DECEMBER 13, 2017 ARTICLE I MEETINGS OF SHAREHOLDERS 1.1 Annual Meetings. The annual meeting of shareholders for the election of directors, ratification
More informationVALERO ENERGY CORPORATION BYLAWS
VALERO ENERGY CORPORATION BYLAWS (Amended and Restated effective as of May 12, 2016) ARTICLE I. MEETINGS OF STOCKHOLDERS Section 1. Date, Time and Location of Annual Meeting. The annual meeting of stockholders
More information