Amazon's 2021 Proxy Statement
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Nysba Spring 2020 | Vol
NYSBA SPRING 2020 | VOL. 31 | NO. 2 Entertainment, Arts and Sports Law Journal A publication of the Entertainment, Arts and Sports Law Section of the New York State Bar Association In This Issue n A Case of “Creative Destruction”: Takeaways from the 5Pointz Graffiti Dispute n The American Actress, the English Duchess, and the Privacy Litigation n The Battle Against the Bots: The Legislative Fight Against Ticket Bots ....and more www.nysba.org/EASL NEW YORK STATE BAR ASSOCIATION In The Arena: A Sports Law Handbook Co-sponsored by the New York State Bar Association and the Entertainment, Arts and Sports Law Section As the world of professional athletics has become more competitive and the issues more complex, so has the need for more reliable representation in the field of sports law. Written by dozens of sports law attorneys and medical professionals, In the Arena: A Sports Law Handbook is a reflection of the multiple issues that face athletes and the attorneys who represent them. Included in this book are chapters on representing professional athletes, NCAA enforcement, advertising, sponsorship, intellectual property rights, doping, concussion-related issues, Title IX and dozens of useful appendices. Table of Contents Intellectual Property Rights and Endorsement Agreements How Trademark Protection Intersects with the Athlete’s EDITORS Right of Publicity Elissa D. Hecker, Esq. Collective Bargaining in the Big Three David Krell, Esq. Agency Law Sports, Torts and Criminal Law PRODUCT INFO AND PRICES 2013 | 539 pages Role of Advertising and Sponsorship in the Business of Sports PN: 4002 (Print) Doping in Sport: A Historical and Current Perspective PN: 4002E (E-Book) Athlete Concussion-Related Issues Non-Members $80 Concussions—From a Neuropsychological and Medical Perspective NYSBA Members $65 In-Arena Giveaways: Sweepstakes Law Basics and Compliance Issues Order multiple titles to take advantage of our low flat Navigating the NCAA Enforcement Process rate shipping charge of $5.95 per order, regardless of the number of items shipped. -
Proxy Voting Guidelines Benchmark Policy Recommendations TITLE
UNITED STATES Proxy Voting Guidelines Benchmark Policy Recommendations TITLE Effective for Meetings on or after February 1, 2021 Published November 19, 2020 ISS GOVERNANCE .COM © 2020 | Institutional Shareholder Services and/or its affiliates UNITED STATES PROXY VOTING GUIDELINES TABLE OF CONTENTS Coverage ................................................................................................................................................................ 7 1. Board of Directors ......................................................................................................................................... 8 Voting on Director Nominees in Uncontested Elections ........................................................................................... 8 Independence ....................................................................................................................................................... 8 ISS Classification of Directors – U.S. ................................................................................................................. 9 Composition ........................................................................................................................................................ 11 Responsiveness ................................................................................................................................................... 12 Accountability .................................................................................................................................................... -
Project Newsletter
Project Newsletter 1 Our team conducted Temporary roof steel 24 rigorous tests on the coming down? enclosure mock-up to verify (images 1-3) water/air infi ltration rates to Read below on page 3 identify areas of potential for more information! 2 risk and coordinate them with stakeholders to develop 3 details to address any concerns. Read about their strategy on page 5! (image is a close-up of the enclosure mock-up) TEAM MEMBER SPOTLIGHT Eleonor Oshitoye’s role is to support all Mortenson projects and our ongoing eff ort, in upholding our commitment to ensuring policies and practices to promote racial and social-economic equity and equal treatment for all SMWBE/DBE/SDVOSB subcontractors. Her role similarly helps to ensure compliance, enforcement, and education to all tier subcontractors and the management of the Community Workforce Agreement (CWA) requirements for the Climate Pledge Arena. Her collaboration with public agencies, Unions, pre-apprenticeship programs, and the WMBE community on an ongoing basis, is critical in developing and maintaining relationships and quality communication. Her ability and willingness to listen and understand the challenges from an SMWBE subcontractor perspective, while providing support and true transparent education and feedback to not only subcontractors of all tier levels, but also the owner, City, Unions, and project team so that everyone’s voices are heard and supported accordingly is an asset to aligning our commitment and adherence toward equality and project goal requirements. Eleonor and Pat Daniels, -
Initial Public Offerings
November 2017 Initial Public Offerings An Issuer’s Guide (US Edition) Contents INTRODUCTION 1 What Are the Potential Benefits of Conducting an IPO? 1 What Are the Potential Costs and Other Potential Downsides of Conducting an IPO? 1 Is Your Company Ready for an IPO? 2 GETTING READY 3 Are Changes Needed in the Company’s Capital Structure or Relationships with Its Key Stockholders or Other Related Parties? 3 What Is the Right Corporate Governance Structure for the Company Post-IPO? 5 Are the Company’s Existing Financial Statements Suitable? 6 Are the Company’s Pre-IPO Equity Awards Problematic? 6 How Should Investor Relations Be Handled? 7 Which Securities Exchange to List On? 8 OFFER STRUCTURE 9 Offer Size 9 Primary vs. Secondary Shares 9 Allocation—Institutional vs. Retail 9 KEY DOCUMENTS 11 Registration Statement 11 Form 8-A – Exchange Act Registration Statement 19 Underwriting Agreement 20 Lock-Up Agreements 21 Legal Opinions and Negative Assurance Letters 22 Comfort Letters 22 Engagement Letter with the Underwriters 23 KEY PARTIES 24 Issuer 24 Selling Stockholders 24 Management of the Issuer 24 Auditors 24 Underwriters 24 Legal Advisers 25 Other Parties 25 i Initial Public Offerings THE IPO PROCESS 26 Organizational or “Kick-Off” Meeting 26 The Due Diligence Review 26 Drafting Responsibility and Drafting Sessions 27 Filing with the SEC, FINRA, a Securities Exchange and the State Securities Commissions 27 SEC Review 29 Book-Building and Roadshow 30 Price Determination 30 Allocation and Settlement or Closing 31 Publicity Considerations -
December 2020 Most
PROJECT NEWSLETTER SEATTLE STEWARDSHIP Shout out to all those that gave their time and donations to the Rainier Valley Food Bank (RVFB)! RVFB’s mission is to nourish with good food, empower with knowledge, and serve with compassion. RVFB is currently the busiest food bank in Seattle, out of 26 area food banks, operating from its tiny 1,200-square foot facility. The food bank fulfi lls over 6,000 requests for food each month. Learn more about our impact on the community. More information at www.rvfb.org People who gave also had the opportunity to track their donations as part of the, Dear 2020 campaign to complete three million acts of goodness together in Benevity. TEAM MEMBER SPOTLIGHT Don Hitch started in construction in the 1980s. He built custom homes in South Seattle for 20 years before joining Mortenson in 2007. He started as a journeyman carpenter and worked his way up to a superintendent, which he has been for the last 4 years. His favorite part about this project is the constant challenges. One thing Don values is leading by example which truly embodies the Mortenson principle of “do the right thing”. When he tells someone he is going to do something, he is going to do it and expects the same in return. Don’s primary role on the project is a concrete superintendent. He was a huge part of the success of the zero defects embeds installs. As a native Seattleite who went to many a Seattle Totem hockey game back in the day, he is quite proud to be part of this project due to the uniqueness and history. -
Direct Versus Derivative and the Law of Limited Liability Companies Daniel S
Mitchell Hamline School of Law Mitchell Hamline Open Access Faculty Scholarship 2006 Direct Versus Derivative and the Law of Limited Liability Companies Daniel S. Kleinberger Mitchell Hamline School of Law, [email protected] Publication Information 58 Baylor Law Review 63 (2006) Repository Citation Kleinberger, Daniel S., "Direct Versus Derivative and the Law of Limited Liability Companies" (2006). Faculty Scholarship. Paper 233. http://open.mitchellhamline.edu/facsch/233 This Article is brought to you for free and open access by Mitchell Hamline Open Access. It has been accepted for inclusion in Faculty Scholarship by an authorized administrator of Mitchell Hamline Open Access. For more information, please contact [email protected]. Direct Versus Derivative and the Law of Limited Liability Companies Abstract The yh brid nature of limited liability companies causes us to re-invent, or at least re-examine, many doctrinal wheels. This Article will reexamine one of the most practical of those wheels-the distinction between direct and derivative claims in the context of a closely-held limited liability company. Case law concerning the direct/derivative distinction is still overwhelmingly from the law of corporations, although LLC cases are now being reported with some frequency. LLC cases routinely analogize to, or borrow from, the corporate law. This Article encompasses that law, analyzes LLC developments, and argues that courts should (i) avoid the "special injury" rule, (ii) embrace the "direct harm" approach, and (iii) engraft ot the direct harm approach an exception applicable when those in control of a limited liability company harm the company with the "purpose and effect" of injuring a particular member. -
Informatica Powerexchange for Amazon Redshift
Informatica® PowerExchange for Amazon Redshift 10.0 User Guide for PowerCenter Informatica PowerExchange for Amazon Redshift User Guide for PowerCenter 10.0 May 2016 © Copyright Informatica LLC 2014, 2018 This software and documentation contain proprietary information of Informatica LLC and are provided under a license agreement containing restrictions on use and disclosure and are also protected by copyright law. Reverse engineering of the software is prohibited. No part of this document may be reproduced or transmitted in any form, by any means (electronic, photocopying, recording or otherwise) without prior consent of Informatica LLC. This Software may be protected by U.S. and/or international Patents and other Patents Pending. Use, duplication, or disclosure of the Software by the U.S. Government is subject to the restrictions set forth in the applicable software license agreement and as provided in DFARS 227.7202-1(a) and 227.7702-3(a) (1995), DFARS 252.227-7013©(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable. The information in this product or documentation is subject to change without notice. If you find any problems in this product or documentation, please report them to us in writing. Informatica, Informatica Platform, Informatica Data Services, PowerCenter, PowerCenterRT, PowerCenter Connect, PowerCenter Data Analyzer, PowerExchange, PowerMart, Metadata Manager, Informatica Data Quality, Informatica Data Explorer, Informatica B2B Data Transformation, Informatica B2B Data Exchange Informatica On Demand, Informatica Identity Resolution, Informatica Application Information Lifecycle Management, Informatica Complex Event Processing, Ultra Messaging, Informatica Master Data Management, and Live Data Map are trademarks or registered trademarks of Informatica LLC in the United States and in jurisdictions throughout the world. -
Theda Skocpol
NAMING THE PROBLEM What It Will Take to Counter Extremism and Engage Americans in the Fight against Global Warming Theda Skocpol Harvard University January 2013 Prepared for the Symposium on THE POLITICS OF AMERICA’S FIGHT AGAINST GLOBAL WARMING Co-sponsored by the Columbia School of Journalism and the Scholars Strategy Network February 14, 2013, 4-6 pm Tsai Auditorium, Harvard University CONTENTS Making Sense of the Cap and Trade Failure Beyond Easy Answers Did the Economic Downturn Do It? Did Obama Fail to Lead? An Anatomy of Two Reform Campaigns A Regulated Market Approach to Health Reform Harnessing Market Forces to Mitigate Global Warming New Investments in Coalition-Building and Political Capabilities HCAN on the Left Edge of the Possible Climate Reformers Invest in Insider Bargains and Media Ads Outflanked by Extremists The Roots of GOP Opposition Climate Change Denial The Pivotal Battle for Public Opinion in 2006 and 2007 The Tea Party Seals the Deal ii What Can Be Learned? Environmentalists Diagnose the Causes of Death Where Should Philanthropic Money Go? The Politics Next Time Yearning for an Easy Way New Kinds of Insider Deals? Are Market Forces Enough? What Kind of Politics? Using Policy Goals to Build a Broader Coalition The Challenge Named iii “I can’t work on a problem if I cannot name it.” The complaint was registered gently, almost as a musing after-thought at the end of a June 2012 interview I conducted by telephone with one of the nation’s prominent environmental leaders. My interlocutor had played a major role in efforts to get Congress to pass “cap and trade” legislation during 2009 and 2010. -
Women Owned Small Business (Wosb) Program
WOMEN-OWNED SMALL BUSINESS (WOSB) PROGRAM Small Entity Compliance Guide to the WOSB Program December 2010 U.S. Small Business Administration A handbook for small businesses interested in learning about the WOSB Program, including eligibility requirements, Federal contracting opportunities, and how the program works in general. This document is published by the U.S. Small Business Who Should Read this Guide? Administration as the official All small businesses that believe they may be eligible to qualify compliance guide for small entities, as required by the as a woman owned small business or economically Small Business Regulatory disadvantaged woman owned small business should read this Enforcement Fairness Act of guide. 1996 (SBREFA). What is the purpose of this Guide? SBREFA requires that The purpose of the guide is to provide an easy to use summary agencies publish compliance of the purpose and requirements of the WOSB Program. guides for all rules with a However, to ensure compliance with the program requirements, significant small business you should also read the complete rule on which the program is impact. These guides must based. While SBA has summarized the provisions of the rule in explain in plain language this guide, the legal requirements that apply to the program are how the firms can comply governed by 13 C.F.R. part 127, ―The Women-Owned Small with the regulations. Business Federal Contract Assistance Procedures.‖ A copy of the rule is available on the U.S. Small Business Administration‘s (SBA‘s) website at www.sba.gov/wosb. This guide has no legal effect and does not create any legal A companion guide will be prepared for distribution to rights. -
Frequently Asked Questions About the 20% Rule and Non-Registered Securities Offerings
FREQUENTLY ASKED QUESTIONS ABOUT THE 20% RULE AND NON-REGISTERED SECURITIES OFFERINGS issuance, equals or exceeds 20% of the voting power understanding the 20% Rule outstanding before the issuance of such stock; or (2) the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess What is the 20% rule? of 20% of the number of shares of common stock The “20% rule,” as it is often referred to, is a corporate outstanding before the transaction. “Voting power governance requirement applicable to companies listed outstanding” refers to the aggregate number of on nasdaq, the nYSe or the nYSe American LLC votes that may be cast by holders of those securities (“nYSe American”) (collectively, the “exchanges”). outstanding that entitle the holders thereof to vote each exchange has specific requirements applicable generally on all matters submitted to the issuer’s to listed companies to receive shareholder approval securityholders for a vote. before they can issue 20% or more of their outstanding common stock or voting power in a “private offering.” However, under nYSe Rule 312.03(c), the situations The exchanges also require shareholder approval in in which shareholder approval will not be required connection with certain other transactions. Generally: include: (1) any public offering for cash, or (2) any issuance involving a “bona fide private financing,1” if • Nasdaq Rule 5635(d) requires shareholder approval such private financing involves a sale of: (a) common for transactions, other than “public offerings,” -
Shareholder Capitalism a System in Crisis New Economics Foundation Shareholder Capitalism
SHAREHOLDER CAPITALISM A SYSTEM IN CRISIS NEW ECONOMICS FOUNDATION SHAREHOLDER CAPITALISM SUMMARY Our current, highly financialised, form of shareholder capitalism is not Shareholder capitalism just failing to provide new capital for – a system driven by investment, it is actively undermining the ability of listed companies to the interests of reinvest their own profits. The stock shareholder-backed market has become a vehicle for and market-fixated extracting value from companies, not companies – is broken. for injecting it. No wonder that Andy Haldane, Chief Economist of the Bank of England, recently suggested that shareholder capitalism is ‘eating itself.’1 Corporate governance has become dominated by the need to maximise short-term shareholder returns. At the same time, financial markets have grown more complex, highly intermediated, and similarly short- termist, with shares increasingly seen as paper assets to be traded rather than long-term investments in sound businesses. This kind of trading is a zero-sum game with no new wealth, let alone social value, created. For one person to win, another must lose – and increasingly, the only real winners appear to be the army of financial intermediaries who control and perpetuate the merry-go- round. There is nothing natural or inevitable about the shareholder-owned corporation as it currently exists. Like all economic institutions, it is a product of political and economic choices which can and should be remade if they no longer serve our economy, society, or environment. Here’s the impact -
Topical Essays ------17 It 6
Topical Essays The Importance of Alliances for U.S. Security Martin Murphy “No man is an island, entire of itself,” wrote as influential at various times as the United the English poet John Donne in 1624.1 The States or Great Britain, can disengage from same is true of nations. the world. Such a nation must instead be free The United States now sits at the apex of an to choose when to engage and when not to en- international network of alliances brought to- gage—and, most momentously, when to go to gether during the Cold War, but this has not al- war and when to walk away. ways been America’s situation. In earlier times, especially at its inception, the U.S. benefited Wisdom and Utility of Alliances from alliances, generally as the junior partner. An equally spirited debate about the wis- Success in the Revolutionary War was helped dom and utility of alliances continues today. by a crucial alliance with France, a country that Repeatedly, alliances are referred to as bur- the infant U.S. shortly thereafter fought in the dens, an elastic term that can be stretched 2 undeclared Quasi-War (1798–1800). to include everything from moral hazard to It is true that George Washington, in his free riding. Farewell Address of 1796, warned his coun- The burden of moral hazard is that states, trymen that they should not “entangle our including states of roughly equivalent weights, peace and prosperity in the toils of European may feel emboldened to pursue riskier for- ambition,” an admonition that has come to be eign policies because their allies are obligated viewed as a warning against “foreign entan- to come to their rescue.