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SEC Filings

S-1/A
JONES LANG LASALLE INC filed this Form S-1/A on 07/03/1997
Entire Document
 
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shares of Common Stock are, and the shares to be sold in the Offering when
issued and paid for will be, validly issued, fully paid and nonassessable. In
the event of any liquidation, dissolution or winding-up of the affairs of the
Company, holders of Common Stock will be entitled to share ratably in the
assets of the Company remaining after provision for payment of liabilities to
creditors. The rights, preferences and privileges of holders of Common Stock
are subject to the rights of the holders of any shares of Preferred Stock and
any additional classes of stock which the Company may issue in the future.
 
PREFERRED STOCK
 
  The Restated Articles of Incorporation authorize the Board of Directors to
create and issue up to 10,000,000 shares of Preferred Stock in one or more
classes or series and to fix for each such class or series the voting powers,
designations, preferences and relative, participating, optional or other
special rights and any qualifications, limitations or restrictions thereof.
Upon the closing of the Offering, none of such shares will be outstanding. The
Board of Directors is authorized to, among other things, provide that any such
class or series of Preferred Stock may be (i) subject to redemption at such
time or times and at such price or prices as the Board may establish; (ii)
entitled to receive dividends (which may be cumulative or non-cumulative) at
such rates, on such conditions, and at such times, and payable in preference
to, or in such relation to, the dividends payable on any other class or
classes or any other series as the Board may establish; (iii) entitled to such
rights upon the dissolution of, or upon any distribution of the assets of, the
Company as the Board may establish; or (iv) convertible into, or exchangeable
for, shares of any other class or classes of stock, or of any other series of
the same or any other class or classes of stock, of the Company at such price
or prices or at such rates of exchange and with such adjustments as the Board
may establish. Issuance of Preferred Stock could discourage bids for the
Common Stock at a premium as well as create a depressive effect on the market
price of the Common Stock.
 
ADDITIONAL CLASSES OF STOCK
 
  Additional classes of stock, including preferred stock, may be issued from
time to time, in one or more series, as authorized by the Board of Directors.
Prior to issuance of shares of each series, the Board of Directors is required
by the MGCL and the Company's Restated Articles of Incorporation to set for
each such series the preferences, conversion or other rights, voting powers,
restrictions, limitations as to the dividends or other distributions,
qualifications and terms or conditions of redemption, as are permitted under
Maryland law. The Board of Directors could authorize the issuance of capital
stock with terms and conditions which could have the effect of discouraging a
takeover or other transaction which holders of some, or a majority, of the
Common Stock might believe to be in their best interests or in which holders
of some, or a majority, of the Common Stock might receive a premium for their
Common Stock over the then market price of such Common Stock. As of the date
hereof, no such additional classes of stock are outstanding and the Company
has no present plans to issue any such stock.
 
LIABILITY OF DIRECTORS AND OFFICERS; INDEMNIFICATION
 
  The Restated Articles of Incorporation contain provisions which eliminate
the personal liability of a director or officer to the Company and its
stockholders for breaches of fiduciary duty to the fullest extent provided by
law. Under Maryland law, however, these provisions do not eliminate or limit
the personal liability of a director or officer (i) to the extent that it is
proved that the director or officer actually received an improper benefit or
profit or (ii) if a judgment or other final adjudication is entered in a
proceeding based on a finding that the directors' or officers' action, or
failure to act, was the result of active and deliberate dishonesty and was
material to the cause of action adjudicated in such proceeding. These
provisions do not affect the ability of the Company or its stockholders to
obtain equitable relief, such as an injunction or rescission.
 
  The Restated Articles of Incorporation and Bylaws provide that the Company
shall indemnify and advance expenses to its directors and officers to the
fullest extent permitted by the MGCL, and that the Company shall indemnify and
advance expenses to its officers to the same extent as its directors and to
such further extent as is consistent with law. The MGCL provides that a
corporation may indemnify any director made a party to any
 
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