CDO & CDOV Relationship:
RELATIONSHIP BETWEEN COMDISCO VENTURES GROUP AND COMDISCO GROUP
Because Comdisco group and Comdisco Ventures group will not be separate
legal entities, Comdisco has carefully considered a number of issues with
respect to the financing of each group, competition between groups, inter-group
business transactions, corporate opportunities and the allocation of shared
services expenses, corporate general and administrative expenses, debt,
interest, taxes, retirement benefit costs, and other support activities between
the groups. Following is a summary of policies and guidelines that we plan to
follow to help us to allocate costs and charges between the groups in a manner
that will ensure that transactions between the groups are made on a basis that
in management's judgment would be fair and equitable. These policies are not
subject to approval by Comdisco's stockholders and may be changed at any time
without stockholder approval.
We have summarized the material provisions of the Comdisco Ventures group
policy statement below. This summary is qualified in its entirety by reference
to the text of the Comdisco Ventures group policy statement that is filed as an
exhibit to the registration statement of which this prospectus is a part. For
information on how to obtain this document, see "Where You Can Find More
Information" on page 129. You are urged to read it in its entirety.
Fiduciary and Management Responsibilities
Under Delaware law, absent an abuse of discretion, a director or officer
will be deemed to have satisfied his or her fiduciary duties to Comdisco and to
the holders of our Comdisco group stock and Comdisco Ventures group stock if
that person is disinterested and acts in accordance with his or her good faith
business judgment in the interests of Comdisco and all of our stockholders as a
whole. Our board of directors and our chief executive officer, in establishing
policies with regard to intracompany matters such as business transactions
between groups and allocations of assets, liabilities, debt, shared services
expenses, corporate general and administrative costs, taxes, interest,
retirement benefit costs, corporate opportunities and other matters, will
consider various factors and information which could benefit or cause detriment
to the stockholders of the respective groups and will make determinations in
the best interests of Comdisco and all of our stockholders as a whole. Comdisco
will adhere to the principle that transactions and transfers between groups
should be made on a basis that in management's judgment would be fair and
equitable.
Role of the Comdisco Capital Stock Committee
Our board of directors will establish the Comdisco capital stock
committee as a committee of our board of directors under our bylaws to oversee
the interaction between the businesses of Comdisco group and Comdisco Ventures
group. The members of the Comdisco capital stock committee are Nicholas K.
Pontikes, Keith Hartley and Carolyn Murphy, who are all members of our board of
directors. Members of the Comdisco capital stock committee have no separate
fiduciary duty to act solely in the best interests of the holders of Comdisco
Ventures group stock, but rather owe their fiduciary duties to all Comdisco
stockholders as a whole. In accordance with our bylaws, our board of directors
will delegate to the Comdisco capital stock committee authority to:
. interpret, make determinations under, and oversee the
implementation of the policies described in the policy statement
regarding Comdisco Ventures group stock matters described under
"--Comdisco Ventures Group Policy Statement," beginning on page
115;
. review our policies, programs and practices relating to:
. the business and financial relationships between Comdisco
group and Comdisco Ventures group,
. disclosures to stockholders and the public concerning, and
transactions by Comdisco or any of its subsidiaries, in
shares of Comdisco Ventures group stock, and
. any matters arising in connection with any of the
foregoing, all to the extent the Comdisco capital stock
committee may deem appropriate;
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. recommend changes in the policies, programs and practices that
Comdisco capital stock committee may deem appropriate;
. recommend adoption of additional policies governing the
relationship between Comdisco Ventures group and Comdisco group;
and
. engage the services of accountants, investment bankers,
appraisers, attorneys and other service providers to assist the
Comdisco capital stock committee in performing its duties.
The Comdisco capital stock committee will have and may exercise such other
powers, authority and responsibilities as our board of directors may determine
from time to time. Although our board of directors has no present intention to
do so, it may modify, suspend or rescind the authority of the Comdisco capital
stock committee at any time.
Comdisco Ventures Group Policy Statement
We will, effective upon issuance of Comdisco Ventures group stock, adopt
the Comdisco Ventures group policy statement, which Comdisco intends to follow.
Amendment and modification to the Comdisco Ventures group policy statement
Our board of directors may amend, modify, suspend or rescind the policies
set forth in the Comdisco Ventures group policy statement, including any
resolution implementing the provisions of the Comdisco Ventures group policy
statement, at any time without the approval of our stockholders. Our board may
also, without the approval of Comdisco, Inc.'s stockholders, adopt additional
or other policies or make exceptions with respect to the application of the
policies described in the Comdisco Ventures group policy statement in
connection with particular facts and circumstances, all as our board may
determine in its discretion. Any decision made pursuant to a policy adopted by
our board, and any decision to alter, abandon or add to, these policies, will
be made by the board subject to the fiduciary duties owed by Comdisco's board
to all Comdisco stockholders.
General policy
Our board of directors has determined, and the Comdisco Ventures group
policy statement states, that all material matters in which holders of Comdisco
group stock and Comdisco Ventures group stock may have divergent interests will
be generally resolved in a manner that is in the best interests of Comdisco and
all of its common stockholders after giving fair consideration to the
potentially divergent interests and all other relevant interests of the holders
of the separate classes of the common stock of Comdisco.
Relationship between the Comdisco group and Comdisco Ventures group
The Comdisco Ventures group policy statement provides that Comdisco will
seek to manage Comdisco group and Comdisco Ventures group in a manner designed
to maximize the operations, unique assets and value of both groups. Comdisco
expects that the operating relationship between the two groups will include the
coordination and use of bundled offers, marketing, sales, branding, and other
intellectual property and technology. In addition, there will be various
financial arrangements between the two groups, including with respect to debt,
other financings and taxes.
General. The Comdisco Ventures group policy statement provides that,
except as otherwise provided in the policy statement, all material commercial
transactions between Comdisco group and Comdisco Ventures group will be on
commercially reasonable terms taken as a whole and will be subject to the
review and approval of our board of directors and/or the Comdisco Ventures
group stock Committee as its designee.
Allocation of corporate overhead and support services. Generally,
Comdisco Ventures group will have access to the support services of Comdisco
group, including human resources, legal, payroll, accounting, tax, information
technology and network services.
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For shared corporate services that arise as a result of being part of a
combined entity, including securities filing and financial reporting services,
costs relating to these services will be:
. allocated directly to the group utilizing those services, and
. if not directly allocable to a group, allocated between the groups
on a fair and reasonable basis as our board of directors
determines.
For other support services, for example, billing and purchasing services,
the Comdisco Ventures group policy statement provides that the groups will seek
to achieve enterprise efficiencies to minimize the aggregate costs incurred by
the two groups combined, although each group also will be entitled to negotiate
and procure other support services on their own from third parties.
Sourcing and provision of other services. Other than corporate overhead
and support services, Comdisco Ventures group will use exclusively the services
offered by Comdisco group if those types of services are required in Comdisco
Ventures group transactions. The Comdisco Ventures group policy statement
further provides that Comdisco group will provide these services to Comdisco
Ventures group at the best price offered by Comdisco group to third parties in
similar situations when taking into account all relevant factors. In
establishing these prices, consideration of other factors, as appropriate, such
as avoided costs and synergies to be shared between the groups are expected to
be taken into account. In addition, each group will cooperate in good faith to
develop offers that reflect such other factors.
It is expected that when the combined services of the two groups are
bundled or offered together and the total cost to consumers of each of those
services are separately identified on a billing statement, Comdisco group and
Comdisco Ventures group will each control the pricing of its respective
services and receive the associated revenues.
In a combined transaction offering where the services of the two groups
are integrated and the total costs to consumers of each of those services are
not separately identified on a billing statement, the groups are expected to
work collaboratively to determine the nature of their arrangements and are also
permitted to source the services of the other group as described above;
provided, however, that Comdisco Ventures group may not offer a combination of
services comprised primarily of Comdisco group's services without Comdisco's
agreement.
Inter-group interest. The Comdisco Ventures group policy statement
provides that Comdisco Ventures group will not acquire Comdisco group stock.
No employee interest in customers. The Comdisco Ventures group policy
statement states that all employees of Comdisco are governed by Comdisco's
conflicts and insider trading policies. In addition, the Comdisco Ventures
group policy statement provides that no employee of Comdisco Ventures group may
acquire any interest in any customer of Comdisco Ventures group.
Corporate opportunities
The Comdisco Ventures group policy statement provides that our board of
directors will allocate any business opportunities and operations, any acquired
assets and businesses and any assumed liabilities between the two groups, in
whole or in part, as it considers to be in the best interests of Comdisco and
its stockholders as a whole and as contemplated by the other provisions of the
policy statement. If a business opportunity or operation, an acquired asset or
business, or an assumed liability would be suitable to be undertaken by or
allocated to either group, our board of directors will allocate it using its
business judgment or in accordance with procedures that our board of directors
adopts from time to time to ensure that decisions will be made in the best
interests of Comdisco and its stockholders as a whole. Any allocation of this
type may involve the consideration of a number of factors that our board of
directors determines to be relevant, including, without limitation, whether the
business opportunity or operation, the acquired asset or business, or the
assumed liability is principally within the existing scope of a group's
business and whether a group is better positioned to undertake or have
allocated to it such
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business opportunity or operation, acquired asset or business or assumed
liability. Our board of directors currently intends, however, subject to and
without limiting the provisions of the Comdisco Ventures group policy
statement, to allocate future venture financing opportunities to Comdisco
Ventures group. |
