The In-house Counsel's Essential Toolkit, Volume 6

Front Cover
An 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
Index
401
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