Portfolio 79-1st: Special Committees of Independent Directors

Wks. 1 Delaware General Corporation Law, §141(c)

Wks. 2 California General Corporation Law, §311

Wks. 3 805 Illinois Compiled Statutes Annotated §5/8.40

Wks. 4 Maryland Code Annotated, Corporations & Associations §2-411

Wks. 5 Massachusetts General Laws Annotated ch. 156B, §55

Wks. 6 New York Business Corporation Law, §712

Wks. 7 Ohio Revised Code Annotated §1701.63

Wks. 8 15 Pennsylvania Consolidated Statutes Annotated §1731

Wks. 9 Texas Business Corporation Act Annotated, Art. 2.36

Wks. 10 The Model Business Corporation Act, §8.25

Wks. 11 State Statutory References—Board Committees

Wks. 12 State Statutes—Special Litigation Committees

Wks. 13 Information Request of the Special Committee

Wks. 14 Resolutions of the Board of Directors Creating a Special Negotiating Committee

Wks. 15 Resolutions of the Board of Directors Creating a Demand Investigation Committee

Wks. 16 Minutes of a Meeting of the Demand Investigation Committee of Recipient Corporation

Wks. 17 Introductory Statement Before Witness Interviews on Behalf of a Demand Investigation Committee

Wks. 18 Resolutions of the Board of Directors of Nominal Defendant Corporation Creating a Special Litigation Committee

Wks. 19 Minutes of a Meeting of the Special Litigation Committee of Nominal Defendant Corporation

Wks. 20 Introductory Statement Before Witness Interviews on Behalf of a Special Litigation Committee

Wks. 21 Excerpts from the New York Stock Exchange Listed Company Manual, Independence Requirement and Definition, Audit Committee Members

Wks. 22 Excerpts from the NYSE Amex Company Guide, Independence Requirement and Definition, Audit Committee Members

Wks. 23 Nasdaq Listing Rule 5605, Board of Directors

Wks. 24 General Motors Company Amended and Restated Bylaws

Wks. 25 Council of Institutional Investors' Corporate Governance Policies

Wks. 26 Excerpts from the California Public Employees' Retirement System Global Principles of Accountable Corporate Governance *

Wks. 27 Teachers Insurance and Annuity Association-College Retirement Equities Fund Policy Statement on Corporate Governance

Wks. 28 American Law Institute, Excerpts from Principles of Corporate Governance: Analysis and Recommendations

Wks. 29 Federal Rule of Civil Procedure 23.1 for the U.S. District Courts

Wks. 30 Rule 23.1 of the Court of Chancery of the State of Delaware