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Public Reporting Requirements for Major Company Events

Major events for public companies must be made public through the filing of Form 8-K with the Securities and Exchange Commission. Form 8-K must be filed within four days after the events outlined in Sections 1 through 5 and 9 below.

Duty of Loyalty: Confidentiality

The duty of loyalty prohibits a director from using her corporate position to obtain a personal profit or to gain a personal advantage. A director is privy to information that may not be known to others outside the corporate sphere. As part of the duty of loyalty, a director cannot take advantage of corporate information for her own personal interests.

Actions for Discriminations under the Comprehensive Environmental Response, Compensation and Liability Act

Protection for CERCLA or Superfund Whistleblowers

Corporation Governance: Meetings and Voting

Control of a corporation is exercised through its board of directors. Shareholders in turn elect the directors. In addition to straight voting of one vote per share, there are several methods provided by statute or corporate charter for calculating shareholder votes, including cumulative, class, weighted, and supermajority voting.

Sales of Foreign Options and Futures to U.S. Customers

The United States Commodity Futures Trading Commission regulates the offer and sale of foreign futures and options contracts to customers in the United States. Part 30 of rules of the Commission requires that sellers of such contracts must register with the Commission or seek an exemption from registration and that any seller, whether or not registered, must not engage in fraudulent activities.

LexisNexis Martindale-Hubbel

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