Print Page     Close Window     

SEC Filings

S-1/A
JONES LANG LASALLE INC filed this Form S-1/A on 07/03/1997
Entire Document
 
<PAGE>
 
proceeding by reason of service in that capacity unless it is established that
(i) the act or omission of the director was material to the matter giving rise
to the proceeding and (a) was committed in bad faith or (b) was the result of
active and deliberate dishonesty, or (ii) the director actually received an
improper personal benefit in money, property or services, or (iii) in the case
of any criminal proceeding, the director had reasonable cause to believe that
the act or omission was unlawful. The statute permits Maryland corporations to
indemnify their officers, employees or agents to the same extent as its
directors and to such further extent as is consistent with law.
 
  The Company intends to obtain directors' and officers' liability insurance
("D&O Insurance") prior to the effective date of the Offering, and expects to
maintain such insurance following such date. In addition, the Company will
enter into an indemnification agreement with each of its directors and certain
officers of the Company under which the Company will indemnify each of them
against expenses and losses incurred for claims brought against them by reason
of being a director or officer of the Company. The Company expects that the
indemnification agreements will indemnify and advance expenses to its
directors and officers to the fullest extent permitted by the MGCL.
 
  The Company believes that the limitation of liability and indemnification
provisions in the Restated Articles of Incorporation, the D&O Insurance and
the indemnification agreements will enhance the Company's ability to continue
to attract and retain qualified individuals to serve as directors and
officers. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
 
CERTAIN ARTICLES OF INCORPORATION, BYLAW AND STATUTORY PROVISIONS AFFECTING
STOCKHOLDERS
 
  Certain provisions in the Restated Articles of Incorporation and Bylaws and
the MGCL may have the effect of delaying, deferring or preventing a change of
control of the Company or may operate only with respect to extraordinary
corporate transactions involving the Company.
 
  The Restated Articles of Incorporation provides for the Board of Directors
to be divided into three classes, as nearly equal in number as possible,
serving staggered terms. Approximately one-third of the Board will be elected
each year. See "Management." A director may be removed by the stockholders,
but only for cause, and only by the affirmative vote of the holders, voting as
a single class, of two-thirds of the voting power of the Company's then
outstanding capital stock entitled to vote generally in the election of
directors. The Company believes that classification of the Board of Directors
will help to assure the continuity and stability of the Company's business
strategies and policies as determined by the Board of Directors. The provision
for a classified board, together with the director removal provisions, could
prevent a party who acquires control of a majority of the outstanding voting
stock from obtaining control of the Board until the second annual stockholders
meeting following the date the acquiror obtains the controlling stock
interest. The classified board provision, together with the director removal
provisions, could have the effect of discouraging a potential acquiror from
making a tender offer or initiating a proxy contest or otherwise attempting to
gain control of the Company and could increase the likelihood that incumbent
directors will retain their positions.
 
  The Bylaws provide that stockholders at an annual meeting may only consider
proposals or nominations specified in the notice of meeting or brought before
the meeting by or at the direction of the Board or by a stockholder who was a
stockholder of record on the record date for the meeting, who is entitled to
vote at the meeting and who has given to the Company's Secretary timely
written notice, in proper form, of the stockholder's intention to bring that
proposal or nomination before the meeting. In addition to certain other
applicable requirements, for a stockholder proposal or nomination to be
properly brought before an annual meeting by a stockholder, such stockholder
generally must have given notice thereof in proper written form to the
Secretary of the Company not less than 90 days nor more than 120 days prior to
the anniversary date of the immediately preceding annual meeting of
stockholders. Although the Bylaws do not give the Board the power to approve
or disapprove stockholder nominations of candidates or proposals regarding
other business to be
 
                                      66


© Copyright Jones Lang LaSalle, IP, Inc.