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Smart scan / 1038-00005
Calderwood & Harkness LLP
M&A / Corporate
Document types detected
Other7
Analysis / memo3
Correspondence1
Engagement letter1
Parties across the matter
Adriatic Services IncCascade Retail Holdings IncDelaware General CorpHARKNESS LLPHarkness LLPHolloway LLPM. PetrovskaMcDonald's CorpNasdaq Stock Market LLCOther Offices The CorpRidgepoint Capital Partners LPSecretary Cascade Retail Holdings IncTarrant Partners LLCThe Corp
Chronology
2024-06-06 · board-governance-workshop-memo.docx
… t the March 11 meeting positions CRH well in advance of the scheduled June 6, 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting"), enabling the Company to inclu …
2024-06-06 · delaware-law-update-memo.docx
… charter amendment at its Annual Meeting of Stockholders scheduled for June 6, 2024 (the "2024 Annual Meeting") to adopt officer exculpation in accordance with the amended s …
2024-06-06 · governance-gap-analysis-memo.docx
… Timeline. CRH's 2024 Annual Meeting of Stockholders is scheduled for June 6, 2024, with an anticipated record date of April 11, 2024. Under the modernized advance notice p …
2024-06-06 · closing-letter-and-matter-summary.docx
… irst anniversary of the prior year's annual meeting. For the upcoming June 6, 2024 Annual Meeting of Stockholders, the applicable notice window ran from February 7, 2024 to …
2024-06-01 · delaware-law-update-memo.docx
… llion in the aggregate, for the policy period of June 1, 2023 through June 1, 2024. While officer exculpation is not a substitute for D&O insurance, it may over time reduce …
2024-04-11 · delaware-law-update-memo.docx
… e 6, 2024. The anticipated record date for the 2024 Annual Meeting is April 11, 2024, and the proxy statement is anticipated to be filed with the Securities and Exchange Comm …
2024-04-11 · governance-gap-analysis-memo.docx
… ers is scheduled for June 6, 2024, with an anticipated record date of April 11, 2024. Under the modernized advance notice provisions recommended herein, the advance notice wi …
2024-04-01 · closing-letter-and-matter-summary.docx
… : (206) 555-7800 Facsimile: (206) 555-7801 www.calderwoodharkness.com April 1, 2024 C&H Matter No. 1038-00005 VIA EMAIL AND HAND DELIVERY Priya Sundaram Executive Vice Presi …
2024-03-11 · board-governance-workshop-memo.docx
… s that the Board will be asked to consider in advance of the upcoming March 11, 2024 Board meeting. Calderwood & Harkness was formally engaged by CRH on January 18, 2024, pur …
2024-03-11 · board-resolutions-2024-03-11.docx
… HOLDINGS INC. Adopted at a Meeting of the Board of Directors Held on March 11, 2024 Prepared by Eric Johannsen, Calderwood & Harkness LLP C&H Matter No. 1038-00005 Right-cli …
2024-03-11 · closing-letter-and-matter-summary.docx
… cussion that shaped the final form of the deliverables adopted at the March 11, 2024 board meeting. D. Amended and Restated Bylaws of Cascade Retail Holdings Inc. (Adopted Ma …
2024-03-11 · audit-committee-charter-revised.docx
… OF CASCADE RETAIL HOLDINGS INC. Adopted by the Board of Directors on March 11, 2024 Supersedes the prior Audit Committee Charter last revised in February 2020 Prepared by Ca …
2024-03-11 · compensation-human-capital-committee-charter-revised.docx
… CASCADE RETAIL HOLDINGS INC. As Adopted by the Board of Directors on March 11, 2024 This Charter supersedes and replaces in its entirety the prior Charter of the Compensatio …
2024-03-11 · nominating-governance-committee-charter-revised.docx
… RS OF CASCADE RETAIL HOLDINGS INC. As Amended and Restated, Effective March 11, 2024 Adopted by the Board of Directors on March 11, 2024, superseding the charter last revised …
2024-03-11 · technology-cybersecurity-committee-charter-new.docx
… OF CASCADE RETAIL HOLDINGS INC. Adopted by the Board of Directors on March 11, 2024 This Charter supersedes and replaces the ad hoc Technology & Innovation Committee establi …
2024-03-11 · amended-restated-bylaws-execution.docx
… GS INC. (a Delaware corporation) Adopted by the Board of Directors on March 11, 2024 These Amended and Restated Bylaws supersede the Amended and Restated Bylaws last amended …
2024-03-08 · governance-gap-analysis-memo.docx
… ckholder nominations and proposals would run from February 7, 2024 to March 8, 2024. Given these timing constraints, prompt adoption of governance reforms ahead of proxy sea …
2024-03-08 · closing-letter-and-matter-summary.docx
… ockholders, the applicable notice window ran from February 7, 2024 to March 8, 2024. The enhanced disclosure requirements are consistent with current best practices and refl …
2024-03-06 · board-resolutions-2024-03-11.docx
… ce Committee of the Board, chaired by Margaret "Meg" Holliday, met on March 6, 2024, and reviewed in detail the proposed bylaws amendments and committee charter revisions pr …
2024-03-04 · board-resolutions-2024-03-11.docx
… 024, and revised drafts incorporating director feedback circulated on March 4, 2024, providing the Board with sufficient time and opportunity for a thorough review of the pr …
2024-02-22 · board-governance-workshop-memo.docx
… artner Eric Johannsen, Lead Associate Claire Dempsey, Associate DATE: February 22, 2024 RE: Board Governance Workshop — Governance Trends, Peer Analysis, and Recommended Bylaws …
2024-02-22 · governance-gap-analysis-memo.docx
… Restated Bylaws by February 12, 2024, a board governance workshop on February 22, 2024, and board approval of final documents in March 2024. II. Background A. Company Overview …
2024-02-22 · board-resolutions-2024-03-11.docx
… ders, proxy advisory firms, and the Company's peer group; WHEREAS, on February 22, 2024, Calderwood & Harkness LLP, together with Glassman & Torrey LLP, conducted a comprehensiv …
2024-02-22 · closing-letter-and-matter-summary.docx
… formed the basis of the recommendations presented to the board at the February 22, 2024 governance workshop. B. Delaware Law Update Memorandum (February 5, 2024) On February 5, …
2024-02-12 · board-governance-workshop-memo.docx
… nance framework and outlined preliminary reform options; and (ii) the February 12, 2024 first draft of the proposed Amended and Restated Bylaws, which was circulated to Ms. Sund …
2024-02-12 · governance-gap-analysis-memo.docx
… ommend circulation of a first draft of Amended and Restated Bylaws by February 12, 2024, a board governance workshop on February 22, 2024, and board approval of final documents …
2024-02-12 · board-resolutions-2024-03-11.docx
… f the Board for review and comment, with initial drafts circulated on February 12, 2024, and revised drafts incorporating director feedback circulated on March 4, 2024, providin …
2024-02-07 · governance-gap-analysis-memo.docx
… otice window for stockholder nominations and proposals would run from February 7, 2024 to March 8, 2024. Given these timing constraints, prompt adoption of governance reforms a …
2024-02-07 · closing-letter-and-matter-summary.docx
… Annual Meeting of Stockholders, the applicable notice window ran from February 7, 2024 to March 8, 2024. The enhanced disclosure requirements are consistent with current best p …
2024-02-05 · delaware-law-update-memo.docx
… ral Counsel & Corporate Secretary, Cascade Retail Holdings Inc. DATE: February 5, 2024 RE: Delaware Law Update — Recent DGCL Amendments and Case Law Developments Relevant to th …
2024-02-05 · closing-letter-and-matter-summary.docx
… uary 22, 2024 governance workshop. B. Delaware Law Update Memorandum (February 5, 2024) On February 5, 2024, Claire Dempsey prepared and delivered a research memorandum analyzi …
2024-01-29 · board-governance-workshop-memo.docx
… prior deliverables provided to the Board and to Ms. Sundaram: (i) the January 29, 2024 Governance Gap Analysis Memorandum, which identified areas of deficiency in CRH's current …
2024-01-29 · delaware-law-update-memo.docx
… alysis Memorandum that was delivered to the same distribution list on January 29, 2024 (the "Gap Analysis Memo"). The purpose of this memorandum is to provide a detailed analys …
2024-01-29 · governance-gap-analysis-memo.docx
… DUM PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION Date: January 29, 2024 To: Howard Bellamy, Partner, Calderwood & Harkness LLP Priya Sundaram, EVP, General Couns …
2024-01-29 · board-resolutions-2024-03-11.docx
… ered to the Board a detailed Governance Gap Analysis Memorandum dated January 29, 2024 (the "Gap Analysis Memorandum"), which identified specific areas in which the Company's e …
2024-01-29 · closing-letter-and-matter-summary.docx
… its contents and significance. A. Governance Gap Analysis Memorandum (January 29, 2024) On January 29, 2024, Eric Johannsen and Claire Dempsey prepared and delivered to CRH a d …
2024-01-18 · board-governance-workshop-memo.docx
… 4 Board meeting. Calderwood & Harkness was formally engaged by CRH on January 18, 2024, pursuant to an engagement letter executed by Priya Sundaram, Executive Vice President, G …
2024-01-18 · delaware-law-update-memo.docx
… WA 98004. The engagement giving rise to this memorandum was opened on January 18, 2024, and the present memorandum follows and supplements the Governance Gap Analysis Memorandu …
2024-01-18 · board-resolutions-2024-03-11.docx
… P as its outside legal counsel pursuant to an engagement letter dated January 18, 2024 (C&H Matter No. 1038-00005), to conduct a comprehensive review and refresh of the Company …
2024-01-18 · closing-letter-and-matter-summary.docx
… Holdings Inc. ("CRH" or the "Company"). This engagement was opened on January 18, 2024, pursuant to our engagement letter of the same date and has been conducted under C&H Matt …