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Takeovers and Buyouts by Groups of Institutional
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144A AND REGULATION 1990 Proxy Season activism annual meeting assets Axoad Axojd board of directors business judgment rule CalPERS Proposal Commission Committee Common Stock company's confidential voting Corp corporate governance court decisions disclosure dissident election employee equity ERISA ESOP exemption foreign issuers golden parachutes GOTSHAL & MANGES holders Icahn initiatives institutional investors Institutional Shareholder Services interest investment manager issues Lockheed long-term named fiduciary owners ownership parachutes participants pension funds percent Pic N poison pill PORTAL portfolio private placement Proxy Advisory Service proxy card proxy contest proxy fight proxy process proxy rules Proxy Season August proxy statement proxy voting qualified institutional buyer reasonable resale responsibility restricted securities Safe Harbor Section Securities Act seller shareholder proposals shares solicitation Special Report stockholders takeover target tender offer transactions trustees U.S. market U.S. person