Extract to table
Pull the structured facts out of a document: parties, dates, amounts, obligations.
Extract to table / settlement-structuring-memo.docx
settlement-structuring-memo.docx
Parties
HARKNESS LLP
Northgate Telecommunications PLC
Greystone Capital Partners LP
Esterline Partners LLC
Campaign Greystone Capital Partners LP
Greystone Capital Management LLC
Granite Harbor Corp
Westmark Services Inc
Dates
April 14, 2023
February 14, 2023
February 22, 2023
March 8, 2023
March 15, 2023
July 12, 2023
April 12, 2023
December 31, 2023
January 9, 2023
February 27, 2023
Amounts
$500
$14.2
$34.51
$6.38
$1.82
$31.47
$881.5
$750,000
$3.0
$35.12
Obligations
The Certificate of Incorporation provides that the number of directors constituting the full Board of Directors shall be fixed from time to time by resolution of the Board of Directors
As a standard of conduct, it directs that directors must exercise their business judgment in a manner that they reasonably believe to be in the best interests of the corporation
The board must demonstrate that it had reasonable grounds for believing that a danger to corporate policy and effectiveness existed
The defensive measure must be reasonable in relation to the threat posed
The settlement terms must be proportionate to the identified threat and must not be coercive or preclusive
1988) — holds that when a board of directors acts for the "primary purpose" of interfering with the effectiveness of a stockholder vote, the board must demonstrate a "compelling justification" for its actions