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SEC Filings

S-1/A
JONES LANG LASALLE INC filed this Form S-1/A on 07/11/1997
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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
 
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