- 20 - used to purchase some of the DHL shares of DHL’s minority shareholders. The DHL shareholders agreed that, for purposes of determining the amount to be paid for the minority shareholders’ shares, DHL was worth one-third of the total offer for all three companies. During the December 1990 through August 1992 period, before the foreign investors exercised their option, the DHL shareholders, through and as DHL directors, had veto power over the following actions by the boards of DHLI and MNV: (1) Any change in the employment of Lupo, P. Y. Kuijpers, Robert Parker, and Errol Gates; (2) any issuance of DHL shares or other related securities; (3) any debt or lease financing by DHL, with certain exceptions for refinancings, lease financings below $3 million, and borrowings totaling less than $5 million; (4) any material change to the business of DHL, except for a reasonable commitment of DHL’s resources to development of heavy freight transportation capability; (5) any change in DHL’s auditors or accounting policy. During that same period, among others, the following actions were subject to supermajority (would require agreement of some board members controlled by the DHL shareholders) approval by the DHLI and MNV boards: (1) Any amendment to the bylaws and memorandum and articles of association;Page: Previous 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 Next
Last modified: May 25, 2011