Hyatt Hotel Corporation
In which state is the company incorporated?
The company is incorporated in the state of Delaware (Sections 242 and 245 of the Delaware General Corporation Law)
Review all of the articles in the articles of incorporation. Which items are required under state law? Which items are permitted under state law but not required? Explain.
Items required under state law - Section 3.2 Annual Meeting, Stockholder's notice shall be in accordance with the Securities Exchange Act of 1934 and Section 3.8, public announcement shall include pursuant to the Exchange Act and the rules and regulations promulgated.
Items permitted under state law but not required - Section 3.4 Notice of Meetings - notice of meetings shall be given by way of written, printed or electronic notice and Section 3.11 Inspection of Elections -if required by applicable law, the Board of Directors by resolution shall appoint one or more inspectors.
Do the articles and/or bylaws contain any defensive measures against hostile takeovers? If so, what are they? (Hint: You might want to review pages 40-42 in your textbook.)
Yes, the articles contain defensive measures against hostile takeovers. Under these circumstances each share of Class B Common Stock held will automatically convert into one fully paid and non-assessable share of Class A Common Stock upon any change in the trustees (Article IV Section 4).
4. When are board meetings held? Include any information on annual meetings and/or special meetings. What are the notice requirements (if any)?
Section 4.1 Meetings - regular Meetings the Board of Directors are to be held when decided by the Board. No further notice shall be required for regular meetings of the Board of Directors. Special of the...
Notice of Special Meetings shall be given to each director at his business or residence in writing, or by facsimile transmission, telephone communication or electronic transmission.
5. What is necessary for the board to act? Specifically, what are the quorum and voting requirements?
Section 4.2 Quorum and Voting - unless the Certificate of Incorporation requires a greater number, a quorum of the Board of Directors shall consist of a majority of the total number of directors constituting the entire Board of Directors.
6. Do the articles and/or bylaws provide for indemnification of directors? If so, are there any restrictions on director indemnification? (Hint: You also may want to review state law regarding director indemnification.)
A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists.
7. What class (es) of stock are authorized pursuant to the articles? Do the class (es) have any special rights, privileges or preferences? If so, what are they? Do the articles specify the par value of each class? If so, what is par value?
Article IV Section 1 - The total number of shares of stock which the Corporation is authorized to issue is 1,510,000,000 shares, of which 1,000,000,000 shares shall be shares of Class A Common Stock, par value $0.01 per share, 500,000,000 shares shall be shares of…
