Massachusetts Security ownership of directors, nominees and officers showing sole and shared ownership

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US-CC-24-285B
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This sample form, a detailed Security Ownership of Directors, Nominees and Officers Showing Sole and Shared Ownership document, is a model for use in corporate matters. The language is easily adapted to fit your specific circumstances. Available in several standard formats.
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FAQ

The board of directors of a public company is elected by shareholders. The board makes key decisions on issues such as mergers and dividends, hires senior managers, and sets their pay. Board of directors candidates can be nominated by the company's nominations committee or by outsiders seeking change.

On August 25, 2010, the SEC adopted Rule 14a-11, mandating proxy access at all public companies. Any shareholder or shareholder group that held more than 3% of a public company's shares for more than 3 years would be eligible to nominate candidates for up to 25% of the company's board seats (the ?Rule 14a-11 Formula?).

A beneficiary is someone designated to receive money, property, or other benefits of assets via a trust or will. The difference between beneficial owner vs. beneficiary is that beneficiaries usually need to have ownership (either legal or beneficial) over the assets they benefit from.

Rights to acquire beneficial ownership: Under Rule 13d-3(d)(1), a person is deemed a beneficial owner of an equity security if the person (1) has a right to acquire beneficial ownership of the equity security within 60 days or (2) acquires the right to acquire beneficial ownership of the equity security with the ...

What Is Schedule 13D? Schedule 13D is a form that must be filed with the U.S. Securities and Exchange Commission (SEC) when a person or group acquires more than 5% of a voting class of a company's equity shares. Schedule 13D must be filed within 10 days of the filer reaching a 5% stake.

Under Section 13(d)(3) of the Exchange Act, the group is treated as a new ?person? for purposes of Section 13(d)(1), and the group is deemed to have acquired, by operation of Rule 13d-5(b), beneficial ownership of the shares beneficially owned by its members.

Under the company's Bylaws, a shareholder wishing to nominate a director at a shareholders meeting must deliver written notice to the company's corporate secretary of the intention to make such a nomination.

Beneficial Ownership Percentage is calculated by dividing the number of Ordinary Shares and Share Equivalents of which a person is a Beneficial Owner as of a specific date by the total number of Ordinary Shares outstanding at that moment.

§ 240.14a-18 Disclosure regarding nominating shareholders and nominees submitted for inclusion in a registrant's proxy materials pursuant to applicable state or foreign law, or a registrant's governing documents.

Investors, banks, and lending companies can also appoint a shadow director to represent their interests in a company. The main purpose of having a nominee director is to give the appointing person or organization some level of control over the company, without having to serve as shareholders or directors themselves.

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Massachusetts Security ownership of directors, nominees and officers showing sole and shared ownership