Need legal type to read power of Attorny letters -- here

[FogerRox]

Diebold filed a lot of transactions with the SEC the last 2 days.
In a nut shell--
1) 2 rounds of options given out -- each dated the 14th & 15th--
why are the wives mentioned on the paperwork for the 15th? What are the implications for bringing the wives in?
2)sharing power of attorney? What does the Power of Attorney letters Mean?3)


This is a list of said transactions, you will see the dates on top are from the 15th--and then the filings dated the 14th come next:
http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000028823&owner=include

-----

Execs share Power of attorney?--Do I have that right? : Here is the Power of Attorney letter

http://www.sec.gov/Archives/edgar/data/28823/000125418305000013/kjkpoa.htm

In this one the 1st filing from the 14th--you will note that Wally Odell gets 15.282 million in stock options---whoa !!!
http://www.sec.gov/Archives/edgar/data/28823/000125418305000021/xslF345X02/edgar.xml

If you go back to NOV 2nd Wally gets more --another about 34 million.

What I'm curious about is the possible reasons for getting the wives involved, and the Power of Att. Seems to be a protective thing for the "cabal" @ Diebold.

[dzika]

1. kick

[Wilms]

2. Kick for Kounsel n/t

[ElaineinIN]

3. pretty standard

wives are probably in for estate and asset protection planning... very normal, if you check the statements for other publicly traded cos, you'll see similar.

power of attorney is a standard form for establishing authoirty to sign.. and yes, you can do something similar for your own personal affairs

[merh]

4. I don't think that is what these docs are and why they have been filed

we need someone with SEC awareness!

Often when stocks and/or other company assets are exchanged or put in wife's name it is done to protect the holdings and keep them in the family in case the husband is sued or faces legal troubles that could result in a lose of the assets.

[FogerRox]

5. It seems the power of Attorney is to be shared in group

AS if any officer in the group can act on the behalf of any other officer of the group.

That part is not standard fair--not to my knowledge

[ElaineinIN]

6. actually

I'm an attorney who does estate planning for people with publicly traded companies, so I've seen this stuff before.

As I said, asset protection planning... pretty standard to put stuff in wife's name to protect against husband's later liabilities--not just securities but all assets. The crucial word is "later"...it won't work to defraud existing or reasonably foreseeable creditors. Also, there are probate and estate tax reasons for dividing assets between spouses. I've done exactly this many times and had to do SEC filings to disclose it.

As to the power of attorney, I'll read it again, but it looked pretty standard to me.

[ElaineinIN]

7. more on the power of attorney

The signer (Kevin) gives any of the named corporate officers the authoirty to sign the SEC filings on his behalf. THis makes lots of sense, as some of these forms are due with in 48 hours of the transaction, or else the corporation is subject to liability. Moreoever, these individuals are typically the onces in charge of corporate SEC compliance, so its not odd that they would be given the power (and probably the responsibilty) to do compliance. Imagine if Keven is out of town or otherwise unavailable and the form needs to be signed.

This document does not allow any of the officers to sign on behalf of each other... only any of the named officers to sign on behalf of Kevin.

Like I said, pretty standard.. I could execute a power of attorney tomorrow to allow my hsuband, my brother or my mother to execute a tax return for me. Even if they sign it, I'm still liable for the underlying tax. Its no different.

[merh]

8. Thanks for clarifying that for me.

Let me know if that POA is standard. It just looks odd.

A belated welcome to DU, BTW! :hi:

[FogerRox]

9. Thanks Elaine,

[davidgmills]

10. Power of Attorney

Gives another person the right to do what you would do, i.e., be your "binding" agent or representative. If it means sign a document for you, he can do that. If it means endorse a check for you, he can do that. If it means bid on a contract for you, he can do that, etc. etc.

When he acts for you by signing your name or doing something you have given him the power to do, you are bound by his signature as if you had done the signing yourself and by his actions just as if you had done them yourself.

[FogerRox]

11. --But I was curious about This group effort, that was new to me

Yeah I know what the power of attn. is--just looking for a 2nd opinion