AF
Also add a board resolution for TargetCo Inc. for acknowledging new shareholder and bank signatories.
AF
Good. Don't include Janssen's discharge clause until we get confirmation from Belgian counsel.
P
ParkerProject Mgmt Agent
Delaware SoS filing for TargetCo Inc. due May 15. 8 business days post-closing per Article 18 Delaware corporate filing law.
P
ParkerProject Mgmt Agent
Janssen resignation not yet published in state registry. Blocks Delaware Chancery filing for SubCo Corp.. Recommend contacting Belgian counsel.
AF
@Parker when is the expected publication date?
P
ParkerProject Mgmt Agent
No confirmed date. Created task: Confirm Janssen resignation, assigned to Belgian counsel, deadline before filing.
AF
The appointment effective date in the TargetCo Inc. GM minutes should be the day after closing, per SPA clause 4.3(b). Check the other documents for the same issue.
C
CooperClosing Agent
Appointment date updated in TargetCo Inc. GM minutes. The same date appears in SubCo Corp. GM minutes and SubCo LLC shareholders' resolution. Updated all 3 documents.
C
CooperClosing Agent
Updated Documents
| Document | Entity | Body | Notes | Status | |
|---|---|---|---|---|---|
| TargetCo Inc. | GM | Date updated, regenerated | |||
| TargetCo Inc. | Board | ||||
| SubCo Corp. | GM | Janssen pending. Regenerated. | |||
| SubCo Corp. | Board | ||||
| SubCo LLC | GV | Date updated, regenerated |
Deterministic· Template engine
Changes applied and cascaded across 3 documents. 1 flag outstanding: Janssen discharge excluded pending confirmation. Confirm final approval?
Saved· 5 resolution documents
Logged· Final document approval
C
CooperClosing Agent
All 5 resolution documents approved. 1 edit applied (appointment effective date), cascaded across 3 documents. 1 flag outstanding: Janssen discharge clause excluded pending confirmation. Ready for partner review.
AF
Under New York law, can we skip the executed transfer documents for SubCo Corp.?
A
AveryAssistant Agent
Belgian share transfers do not require a executed transfer documents. This differs from Delaware law (DGCL §202) where executed transfer documents is mandatory. SubCo Corp. shares can be transferred by private deed. The executed transfer documents executed today was for the Dutch TargetCo Inc. shares.
0:07
Draft the email to Marius. Include a summary of all approved documents and flag the Janssen item as blocking for the SubCo Corp. filing. CC Belgian and German counsel on their filing items.
Voice transcription
C
CooperClosing Agent
Draft Email
To:Marius Ankum <marius.ankum@vriman.com>
CC:L. Peeters (Belgian counsel), H. Müller (German counsel)
Subj:TargetCo Inc. Acquisition — Post-Closing Resolutions Ready for Review
Dear Marius,
The post-closing resolution documents for the TargetCo Inc. acquisition are ready for your review. All 5 documents have been reviewed and approved.
Documents:
- TargetCo Inc. GM minutes (approved, appointment date changed to day after closing per SPA 4.3(b))
- TargetCo Inc. Board minutes (approved)
- SubCo Corp. GM minutes (approved, Janssen discharge clause excluded pending state registry confirmation)
- SubCo Corp. Board minutes (approved)
- SubCo LLC shareholders' resolution (approved)
Outstanding item: M. Janssen's resignation has not yet been published in the state registry. The state registry still lists him as active director of SubCo Corp.. This blocks the Delaware Chancery filing. Belgian counsel is following up.
Filing deadlines:
- Delaware SoS (TargetCo Inc.): May 15 (8 business days post-closing)
- Delaware Chancery (SubCo Corp.): May 19 (blocked by Janssen confirmation)
- Delaware registry (SubCo LLC): as soon as practical
The documents are available in SharePoint under the TargetCo matter folder.
targetco-bv-gm-minutes.docxtargetco-bv-board-minutes.docxsubco-nv-gm-minutes.docxsubco-nv-board-minutes.docxsubco-gmbh-beschluss.docx
Documents
5 resolution documents
| Document | Entity | Body | Status | |
|---|---|---|---|---|
| targetco-bv-gm-minutes.docxRegenerated | TargetCo BV | GM | approved-with-edits | |
| targetco-bv-board-minutes.docx | TargetCo BV | Board | approved | |
| subco-nv-gm-minutes.docxJanssen pending, Regenerated | SubCo NV | GM | approved | |
| subco-nv-board-minutes.docx | SubCo NV | Board | approved | |
| subco-gmbh-beschluss.docxRegenerated | SubCo GmbH | GV | approved |