Section 16 Resolutions Approving the Acquisition of Buyer Securities by Insiders in a Merger | Practical Law
Board resolutions approving the acquisition of certain buyer derivative or equity securities by persons who are or will become officers and directors of the acquirer in connection with a merger. These resolutions are designed to meet the approval requirements for exempting transactions from short-swing profit liability under Rule 16b-3(d) issued under the Securities Exchange Act of 1934. These Standard Clauses have integrated notes with important explanations and drafting tips.