| Electronic Shareholder Meetings |
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| Section 211(a)(2) of Delaware's General Corporation Law provides that the board of directors in its sole discretion may authorize stockholders and holders of proxies to participate in and vote at an annual meeting even if not physically present at the meeting. The stockholders and proxy holders may be considered present at the meeting whether the meeting is held at a particular place or virtually and "solely by means of remote communication" if: More... |
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| Reliance on Third-Party Advice or Information |
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| The duty of care requires directors to act in good faith and in a manner that they reasonably believe is in the best interest of the corporation. Directors must exercise informed business judgment and be attentive to the corporation's affairs. In order to do so, directors are required to keep themselves informed of all material information that is reasonably available to them before making a business decision. Directors also must use care when performing their duties. More... |
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| Reliance on Committee Reports |
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| Corporation codes in all states allow the corporate board of directors to appoint committees comprised of directors and to delegate board powers to the committees. Appointment powers are usually addressed in the corporation's articles of incorporation or bylaws, which specify the formalities for appointing a committee. Each state's corporation code must be consulted to determine if certain powers are nondelegable. More... |
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| The Quiet Period Pending Securities Registration Statement Effectiveness |
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| There is a "quiet period" between the time that a company files a registration statement with the Securities and Exchange Commission for a new public securities offering and the time that the Commission declares the registration statement effective. During the quiet period, referred to as the "waiting period" also, the company and related parties are prohibited by federal securities laws from releasing information to the public that could be construed as promoting sale of the securities covered by the as yet unapproved registration statement. More... |
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| Insider Trading |
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| (Bounties for Persons Reporting Insider Trading) More... |
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