The In-house Counsel's Essential Toolkit, Volume 6An authoritative resource for in-house counsel who needs quick access, but detailed analyses, on a broad array of topics faced everyday. The Toolkit provides forms, policies, and practice tips in seven broad practice areas that may not be within counsels' particular area of expertise. The seven practice areas are published as individual volumes covering General Business Contracts; Corporate Governance; Corporate Compliance; Employment Law; Intellectual Property; Litigation; and Training Outside Counsel. |
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Contents
B CERTIFICATE OF INCORPORATION AND BYLAWS FOR DELAWARE CORPORATIONS | 1 |
2 Certificate of Incorporation Basic Private Company | 7 |
3 BylawsBasic Private Company | 12 |
4 Certificate of Incorporation Public Company | 34 |
5 Certificate of Incorporation VentureBacked Company | 43 |
Certificate of Incorporation of | 48 |
6 Bylaws for Public or VentureBacked Company | 126 |
C GENERAL GOVERNANCE ISSUES | 143 |
Issuance of Shares Description of Additional SharesClasses | 286 |
Capital Contribution to Subsidiary | 287 |
ParenttoSubsidiary Loan | 288 |
SubsidiarytoParent Loan | 289 |
Board Approval of Certificate of Amendment to Certificate of Incorporation | 290 |
Board Approval of Amendment and Restatement of the Certificate of Incorporation | 291 |
Stockholders Approval of Certificate of Amendment to Certificate of Incorporation | 292 |
Declaration of Cash Dividend | 293 |
2 The Corporate Directors Duties | 146 |
Corporate Governance Guidelines | 150 |
3 Committee Charters | 154 |
Audit Committee Charter | 157 |
Compensation Committee Charter | 164 |
Form NAME OF COMPANY CORPORATE DISCLOSURE POLICY | 167 |
5 Disclosure Policies and Practices | 174 |
6 Reporting of Ownership ShortSwing Profits | 178 |
7 DO Questionnaires | 180 |
Questionnaire For Outside Directors | 184 |
Questionnaire for Inside Directors and Former Inside Directors | 227 |
8 Board Performance | 256 |
Selfassessment of Board Performance | 259 |
D BOARD OF DIRECTORS MEETINGS ACTIONS AND RESOLUTIONS | 267 |
2 Basic Board and Stockholder Action Including Corporate Formation | 270 |
Stock Certificates and Issuance | 272 |
Banking | 273 |
Qualification To Do Business In Foreign Jurisdictions | 275 |
General | 276 |
Minutes of A Regular SpecialMeeting of the Board of Directors of Corporation | 277 |
Notice of Regular Meeting of the Board of Directors | 278 |
Unanimous Written Consent of the Board of Directors to Action in Lieu of Meeting | 279 |
Written Consent of the Sole Stockholder to Action in Lieu of Meeting | 280 |
Written Consent of the Holders of a Majority of Voting Stock | 281 |
Joint Written Consent of the Board of Directors and the Stockholders to Action in Lieu of Meeting | 282 |
Election of Officers | 283 |
Appointment of Director to Fill Vacancy in the Board of Directors | 284 |
Delaware Approval of Stock Subscription | 285 |
Declaration of Stock Dividend | 294 |
Material Contract | 295 |
3 Affiliated Party Transactions Conflicts of Interest and Litigation Committees | 305 |
Loan ToFrom an Officer or Director | 307 |
Director Compensation | 308 |
Officer Compensation | 309 |
Establishment of a Special Litigation Committee | 310 |
Appointment of Special Committee for Stockholders Derivative Claim | 312 |
Advancement of Litigation Expenses | 314 |
Authorization of Indemnification of a Directors Expenses Following Settlement of Action Against Officers and Directors | 315 |
4 Business Combinations | 316 |
StockforStock Public Acquisition | 320 |
Appointment of Special Committee for Acquisition | 328 |
Approval of Merger Following Action of Special Committee | 332 |
Affiliated Party Merger Board of Directors | 341 |
5 Securities Offerings | 344 |
Public Offering Universal | 349 |
Public Offering of Common Stock | 355 |
Public Offering of Debt Securities | 358 |
144A Transaction | 362 |
6 Annual Action by the Board of Directors and Stockholders | 370 |
Script for Annual Meeting of Stockholders | 373 |
Select Items to be Approved Annually in Connection with the Annual Meeting of Stockholders | 383 |
Nominate Directors and Determine Independence | 387 |
8 Stock Transfers | 388 |
Affidavit of Lost Stock Certificate | 399 |
401 | |
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Common terms and phrases
action agent amended amount annual meeting applicable appropriate approval Authorized Officers Bank behalf beneficial ownership board of directors bylaws capital stock certificate of incorporation charter class or series Common Stock Company's compensation Conversion Price Convertible Securities corporate governance corporation's counsel deem necessary determined DGCL section dividend documents elected employee empowered entitled event Exchange executive officer filed Fiscal prior foregoing resolutions Form hereby authorized holders of Series indemnify independent auditors issuable issuance Liquidation Event meeting of stockholders ment Merger Agreement NOTE notice number of directors number of shares Option or Convertible otherwise outstanding shares par value payment person poration Preferred Stock proxy statement pursuant questionnaire record date Redemption Registration Statement Regulation FD RESOLVED respect Series A Conversion Series A Preferred shares of Common shares of Series special meeting stock split subsidiary thereof thereto tion vote written consent Yes If Yes York Stock Exchange