- 9 -
The articles of incorporation also provide that a majority
of the votes of the shareholders is required to adopt
resolutions, except for the following, which require approval by
shareholders who have shares representing more than 80 percent of
the issued shares: (a) Amendment of the articles of
incorporation; (b) election of directors and auditors; (c) change
in capital; (d) assignment of the entire or essential part of the
business of the company; (e) entrusting a third party with
management; (f) disposition of profits; (g) acquisition or
disposition of shares of other companies; and (h) conclusion or
alteration of license agreements. The articles of incorporation
authorized one class of stock consisting of 1,500,000 shares of
common stock with a par value of �500 per share.
2. Agreements Between Burndy-US, Furukawa, and Sumitomo
From 1962 to 1973
On July 18, 1962, Burndy-US, Furukawa, and Sumitomo agreed
to jointly manufacture and sell in Japan electronic connectors
and related installation tools (1962 basic agreement). The
Burndy-Japan shareholders also agreed to a supplemental
memorandum (1962 supplemental memorandum) and a technical
assistance agreement (1962 technical assistance agreement).
From 1962 to 1968, Furukawa and Sumitomo continued to
manufacture and sell connectors, which Burndy-US believed
violated the 1962 basic agreement. Burndy-US also disagreed with
several aspects of Burndy-Japan’s operations. Burndy-US,
Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
Last modified: May 25, 2011