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| TRH > SEC Filings for TRH > Form 8-K on 24-Jul-2009 | All Recent SEC Filings |
24-Jul-2009
Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Amend
In connection with the amendment and restatement of the existing certificate of incorporation (such amendment and restatement, the "New Charter") of Transatlantic Holdings, Inc. (the "Company"), the June 10, 2009 secondary public offering by American International Group, Inc and one of its subsidiaries (together, "AIG") of 29.9 million shares of the Company's common stock, and the Company's new status as an independent company, the Board of Directors of the Company (the "Board") undertook a review of the Company's existing by-laws (the "Existing By-Laws"). As a result of its review, on July 23, 2009, the Board adopted and approved an amendment and restatement of the Existing By-Laws (such amendment and restatement, the "New By-Laws"), to become effective upon the effectiveness of the New Charter, which is expected to occur in the third quarter of 2009 after satisfying certain legal requirements.
The following discussion is a comparison of certain material provisions of the Existing By-Laws and the New ByLaws. The following description is qualified in its entirety by reference to the full text of the New By-Laws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
Registered Office and Other Offices
The Existing By-Laws do not provide for the registered office or registered agent of the Company. The New By-Laws will provide for the location of the registered office and name of the registered agent of the Company. The New By-Laws will also allow the Board to determine that the Company may have other offices, both within and without the state of Delaware.
Location of Stockholder Meetings
The Existing By-Laws provide that annual meetings and special meetings of stockholders may be held within or without the state of Delaware as designated by the Board. While the New By-Laws will contain a similar statement they also provide that if the location of a stockholders' meeting has not been designated by the Board, then such stockholders' meeting will be held at the principal executive offices of the Company. Furthermore, the New By-Laws will note that in lieu of holding a meeting at a designated place, in accordance with Delaware law, a meeting may be held solely by means of remote communication.
Special Meetings of Stockholders
The Existing By-Laws provide that the President or the Board may call special meetings of the stockholders. The New By-Laws will provide that special meetings of the stockholders may be called by (i) the Chairman of the Board, (ii) the Lead Director, if any (as defined in the New By-Laws), (iii) the Board or a committee of the Board which has been authorized to call such a meeting, or (iv) the President. Like the Existing By-Laws, the New By-Laws will provide that a special meeting shall be called by the Secretary upon the written request of the holders of twenty-five percent of the voting power of the issued and outstanding capital stock of the Company.
The Existing By-Laws do not contain procedures for setting a record date to determine the stockholders entitled to demand a special meeting. The New By-Laws will provide that in order that the Company may determine the stockholders entitled to demand a special meeting, the Board may fix a record date to determine the stockholders entitled to make such demand (the "Demand Record Date"). Such date shall not precede the date upon which the resolution fixing the Demand Record Date is adopted by the Board and shall not be more than 10 days after the date of such resolution. In the event that a stockholder requests that the Board set a Demand Record Date, and the Board fails to set a Demand Record Date within 10 days after the date such request was received by the Secretary of the Company, the Demand Record Date shall be the 10th day after the date on which such written request was received by the Secretary.
The Existing By-Laws require stockholders requesting a special meeting to provide certain information about themselves and the purpose of the special meeting. The New By-Laws will require stockholders demanding a special meeting to provide additional information in connection with such demand. These provisions require stockholders to provide information in such demand similar to that required by the advance notice by-laws (as discussed below). To be valid a stockholder demand must be made in writing and sent to the Secretary of the Company not earlier than the close of business on the Demand Record Date and not later than the close of business on the 70th day following the Demand Record Date.
The Existing By-Laws provide that special meetings of stockholders are to be held at such date, time and place either within or without the State of Delaware as stated in the notice of the meeting. The New By-Laws will provide that the date of a special meeting of stockholders shall be set by the person or persons calling such special meeting. In the event that a special meeting of stockholders is called by the Secretary upon the demand of the stockholders the New By-Laws will provide that such meeting shall be held on such date as determined by the Board, however, such date cannot be more than 60 days or less than 10 days after the record date for the stockholders entitled to vote at the special meeting. In the event that the Board fails to designate a date for the special meeting within 10 days after the demand of the requisite stockholders is received by the Secretary then such special meeting shall be held on the 100th day after receipt of such notice by the Secretary.
Notice of Stockholder Meeting
The Existing By-Laws and the New By-Laws contain similar provisions regarding the notice required for stockholders' meetings, with the exception that under the New By-Laws such notice must indicate the record date for determining stockholders entitled to vote thereat if such record date differs from the record date for determining stockholders entitled to notice of the meeting. The notice provisions have been further revised in the New By-Laws to clarify when notice will be deemed to have been given to stockholders depending on the manner in which the notice was sent to the stockholders.
Advance Notice Provisions for Election of Directors and for Business to be Transacted at Stockholders' Meetings
While both the Existing By-Laws and the New By-Laws contain provisions relating to the ability of a stockholder to introduce business and nominate directors at meetings of stockholders, such provisions will be expanded in the New By-Laws. Among other things, the advance notice provisions have been revised so that separate provisions govern (i) the proposal of Board nominees and (ii) the proposal of other business. Additionally, the New By-Laws require a stockholder making a proposal at a meeting or nominating directors to provide additional information about itself and its ownership of the Company securities (including derivative securities) and agreements and arrangements relating to the Company securities.
The Existing By-Laws provide that a stockholder's notice of its intention to introduce business at any meeting or to nominate directors for election must be delivered to the Secretary of the Company at its principal executive offices not less than 90 nor more than 120 days prior to the date of the meeting. The New By-Laws will require such stockholders' notice to be received by the Secretary of the Company at its principal executive office (i) in the case of an annual meeting, not earlier than the close of business on the 90th day and not later than the close of business on the 60th day prior to the first anniversary of the preceding year's annual meeting, subject to certain exceptions and (ii) in the case of a special meeting called for the purpose of electing directors, not later than the close of business on the 10th day following the earlier of the date on which notice of the date of the special meeting was mailed or publicly announced. As a result of these changes, pursuant to the New By-Laws, proposals by stockholders intended to be presented at the 2010 annual meeting of stockholders (other than proposals to be included in the Company's proxy statement for the 2010 annual meeting pursuant to Rule 14a-8, for which the time period has not changed), must be received by the Secretary not earlier than February 20, 2010 and not later than the close of business on March 22, 2010. Previously the period was between January 21, 2010 and February 20, 2010.
Organization of Stockholder Meetings
The Existing By-Laws provide that the Chairman will preside over meetings of the stockholders, or in the absence of the Chairman, stockholders' meetings shall be presided over by the following people which are listed in order of priority: the President, a Vice-President, a chairman designated by the Board or a chairman chosen at such meeting. The New By-Laws will provide that at any time the Chairman of the Board is an officer of the Company, the Board shall elect . . .
The Board also undertook a review of the Company's existing Director, Executive Officer and Senior Financial Officer Code of Business Conduct and Ethics (the "Existing Code of Business Conduct"). As a result of its review, on July 23, 2009, the Board adopted and approved an amendment and restatement of the Existing Code of Business Conduct (such amendment and restatement, the "New Code of Business Conduct"), effective as of July 23, 2009.
The following discussion is a comparison of certain material provisions of the Existing Code of Business Conduct and the New Code of Business Conduct. The following description is qualified in its entirety by reference to the full text of the New Code of Business Conduct, a copy of which is attached hereto as Exhibit 14.1 and is incorporated herein by reference.
The Existing Code of Business Conduct has been amended so that the New Code of Business Conduct will:
º provide that directors, executive officers and senior financial officers should bring questions regarding the New Code of Business Conduct to the audit committee of the Board (the "Audit Committee");
º expand on the provisions relating to conflicts of interest to (i) define "immediate family members" and (ii) set forth the most common conflicts of interests from which directors, officers, and employees should refrain;
º expand the definition of what constitutes a corporate opportunity;
º provide that certain instances of non-compliance with the New Code of Business Conduct be brought to the attention of the Audit Committee;
º delete provisions relating to insider trading and instead refer to the Insider Trading Policy of the Company;
º provide that waiver of the New Code of Business Conduct be granted by the Audit Committee (rather than by the Nominating and Corporate Governance Committee of the Board); and
º include provisions regarding the reporting of any illegal or unethical behavior.
(d) Exhibits.
Exhibit
No. Description
3.2 Amended and Restated By-Laws of Transatlantic Holdings, Inc.
Amended Director, Executive Officer and Senior Financial Officer
14.1 Code of Business Conduct and Ethics
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