Electronic Shareholder Meetings

Section 211(a)(2) of Delaware's General Corporation Law provides that the board of directors in its sole discretion may authorize stockholders and holders of proxies to participate in and vote at an annual meeting even if not physically present at the meeting. The stockholders and proxy holders may be considered present at the meeting whether the meeting is held at a particular place or virtually and "solely by means of remote communication" if:

Securities Law> Additional Offerings, Disclosure & the Securities Exchange Act of 1934> Proxies

(Shareholder Proxy Solicitation Rules)

Independent Director Audit Committee Requirements for New York Stock Exchange Companies

Independent directors must make up the majority of the board of directors of a company listed on the New York Stock Exchange. In addition, listed companies must have several committees made up entirely of independent directors, including the Audit Committee.

Basics of the Agency Relationship

Business often is conducted by agents who act for others. For example, insurance policies may be sold through agents. Agencies also exist in relationships between guardians and wards, employees and employers, estates and executors, and partners.

Fairness Standard and Business Judgment Rule

FAIRNESS STANDARD FOR DIRECTORS