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SEC Filings

S-1/A
JONES LANG LASALLE INC filed this Form S-1/A on 07/03/1997
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conducted at a special or annual meeting, the Bylaws may have the effect of
precluding the conduct of certain business at a meeting if the proper
procedures are not followed or may discourage or defer a potential acquiror
from conducting a solicitation of proxies to elect its own slate of directors
or otherwise attempting to obtain control of the Company.
 
  Pursuant to the MGCL, the Bylaws permit stockholders to call special
meetings of stockholders upon written request of holders of shares entitled to
cast not less than a majority of all votes entitled to be cast at such
meeting. The Bylaws provide that only business specified in the notice of a
special meeting will be conducted at such meeting. Such provisions do not,
however, affect the ability of stockholders to submit a proposal to the vote
of all stockholders of the Company at an annual meeting in accordance with the
Bylaws, which provide for the additional notice requirements for stockholder
nominations and proposals at the annual meetings of stockholders as described
above. In addition, pursuant to the MGCL, the Bylaws provide that any action
required to be taken at a meeting of the stockholders may be taken without a
meeting by unanimous written consent, if such consent sets forth such action
and is signed by each stockholder entitled to vote on the matter and a written
waiver of any right to dissent signed by each stockholder entitled to notice
of the meeting but not entitled to vote thereat.
 
  The Restated Articles of Incorporation and Bylaws provide that the
affirmative vote of at least 80% of the total votes eligible to be cast in the
election of directors is required to amend, alter, change or repeal certain of
their provisions. This requirement of a super-majority vote to approve
amendments to certain provisions of the Restated Articles of Incorporation and
Bylaws could enable a minority of the Company's stockholders to exercise veto
power over any such amendments.
 
  Under the MGCL, certain "Business Combinations" (including a merger,
consolidation, share exchange or, in certain circumstances, an asset transfer
or issuance or reclassification of equity securities) between a Maryland
corporation and any person who beneficially owns 10% or more of the voting
power of the corporation's shares or an affiliate of the corporation who, at
any time within the two-year period prior to the date in question, was the
beneficial owner of 10% or more of the voting power of the then-outstanding
voting stock of the corporation (an "Interested Stockholder") or an affiliate
thereof are prohibited for five years after the most recent date on which the
Interested Stockholder became an Interested Stockholder. Thereafter, any such
Business Combination must be recommended by the Board of Directors of such
corporation and approved by the affirmative vote of at least (i) 80% of the
votes entitled to be cast by holders of outstanding voting shares of the
corporation and (ii) 66 2/3% of the votes entitled to be cast by holders of
outstanding voting shares of the corporation other than shares held by the
Interested Stockholder with whom the Business Combination is to be effected,
unless, among other things, the corporation's stockholders receive a minimum
price (as defined in the MGCL) for their shares and the consideration is
received in cash or in the same form as previously paid by the Interested
Stockholder for its shares. It is anticipated that the Company's Board of
Directors will exempt from the Maryland statute any business combination with
the Employee Partnerships, any present or future affiliate or associate of any
of them, or any other person acting in concert or as a group with any of the
foregoing persons. Pursuant to the MGCL, these provisions also do not apply to
Business Combinations which are approved or exempted by the Board of Directors
of the corporation prior to the time that the Interested Stockholder becomes
an Interested Stockholder.
 
  The Company will elect to include in its Restated Articles of Incorporation
provisions exempting it from the application of the Maryland control share
acquisition statute.
 
TRANSFER AGENT AND REGISTRAR
 
  The transfer agent and registrar for the Common Stock is Harris Trust and
Savings Bank. Application has been made to list the Common Stock on the New
York Stock Exchange under the symbol "LAP."
 
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