U.S. patent application number 17/476021 was filed with the patent office on 2022-03-10 for facilitating corporate tenders/dutch auction tenders and computer-implemented methods and computer systems thereof.
The applicant listed for this patent is Broadridge Financial Solutions, Inc.. Invention is credited to Edwin Crespo, Joseph Mannino.
Application Number | 20220076519 17/476021 |
Document ID | / |
Family ID | 1000005982681 |
Filed Date | 2022-03-10 |
United States Patent
Application |
20220076519 |
Kind Code |
A1 |
Mannino; Joseph ; et
al. |
March 10, 2022 |
FACILITATING CORPORATE TENDERS/DUTCH AUCTION TENDERS AND
COMPUTER-IMPLEMENTED METHODS AND COMPUTER SYSTEMS THEREOF
Abstract
In some embodiments, the instant invention provides a programmed
system having a computer programmed with software instructions that
include at least: code to receive an electronic Tender voting
request to conduct a Tender voting; where the Tender voting is
limited to a plurality of employees who has owned shares of an
issuer at a record date via at least one of: i) at least one 401K
plan, and ii) at least one employee stock ownership plan (ESOP);
where the Tender voting is selected from the group of Tender voting
types consisting of: i) a Tender offer, ii) an All-or-None Tender
offer, and iii) a Dutch Tender auction; code to identify the
plurality of employees; code to generate a plurality of programmed
visual computer screens to allow the plurality of employees to
submit Tender votes; and code to dynamically output a report
identifying a progress of the Tender voting.
Inventors: |
Mannino; Joseph; (Edgewood,
NY) ; Crespo; Edwin; (Edgewood, NY) |
|
Applicant: |
Name |
City |
State |
Country |
Type |
Broadridge Financial Solutions, Inc. |
Newark |
NJ |
US |
|
|
Family ID: |
1000005982681 |
Appl. No.: |
17/476021 |
Filed: |
September 15, 2021 |
Related U.S. Patent Documents
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Application
Number |
Filing Date |
Patent Number |
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16293148 |
Mar 5, 2019 |
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17476021 |
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14670876 |
Mar 27, 2015 |
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16293148 |
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14217197 |
Mar 17, 2014 |
9009062 |
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14670876 |
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61799063 |
Mar 15, 2013 |
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Current U.S.
Class: |
1/1 |
Current CPC
Class: |
H04H 60/33 20130101;
G06Q 40/04 20130101; G06Q 40/00 20130101; G07C 13/00 20130101 |
International
Class: |
G07C 13/00 20060101
G07C013/00; G06Q 40/00 20060101 G06Q040/00; G06Q 40/04 20060101
G06Q040/04 |
Claims
1. A computer-implemented method, comprising: receiving, by a
specifically programed processing computer system, an electronic
Tender voting request to conduct at least one Tender voting; based
on the electronic Tender voting request, identifying, by the
specifically programed processing computer system, a plurality of
users who own the shares of the at least one issuer on the record
date; transmitting, by the specifically programed processing
computer system, to each employee of the plurality of users, a
Tender vote invitation to submit a Tender vote in the at least one
Tender voting; wherein the Tender vote invitation comprises a
Tender control number encoded within the Tender vote invitation; in
response to the receiving the Tender control number, generating, by
the specifically programed processing computer system, a plurality
of programmed visual computer screens to allow such respective user
to submit the Tender vote.
Description
RELATED APPLICATIONS
[0001] This application is a continuation of U.S. patent
application Ser. No. 14/217,197, filed Mar. 17, 2014, entitled
"FACILITATING CORPORATE TENDERS/DUTCH AUCTION TENDERS AND
COMPUTER-IMPLEMENTED METHODS AND COMPUTER SYSTEMS THEREOF" which
claims priority of U.S. provisional application Ser. No.
61/799,063, filed Mar. 15, 2013, entitled "DESIGN TO THE ELECTION
PROCESS OF A CORPORATE ACTION," which is incorporated herein by
reference in its entirety for all purposes.
TECHNICAL FIELD
[0002] In some embodiments, the present invention relates to
facilitating corporate tenders/Dutch auction tenders and
computer-implemented methods and computer systems utilized for
running the corporate tenders/Dutch auction tenders.
BACKGROUND
[0003] Typically, a tender offer is a broad solicitation by a
company or a third party to purchase a substantial percentage of a
company's Section 12 registered equity shares or units for a
limited period of time. Typically, the offer is at a fixed price,
usually at a premium over the current market price, and is
customarily contingent on shareholders tendering a fixed number of
their shares or units. Typically, under the Securities Exchange Act
of 1934, parties who will own more than five percent of a class of
the company's securities after making a tender offer for securities
registered under the Exchange Act must file a Schedule TO with the
SEC. Typically, the SEC also requires any person acquiring more
than five percent of a voting class of a company's Section 12
registered equity securities directly or by tender offer to file a
Schedule 13D.
[0004] Typically, the filings required by Section 14(d) of the
Exchange Act and Regulation 14D provide information to the public
about persons other than the company who make a tender offer.
Typically, the company that is the subject of the takeover must
file with the SEC its response to the tender offer on Schedule
14D-9. Typically, the rules also set time limits for the tender
offer and provide other protections to shareholders. Typically,
when a public company makes a tender offer for a class of its own
equity securities, it similarly must file a Schedule TO and may
also need to file a Schedule 13E-3. Typically, except for the
anti-fraud and a few other provisions of Regulation 14E, the SEC's
tender offer rules generally do not apply to tender offers that
result in ownership of five percent or less of the outstanding
shares--also known as "mini-tender offers."
[0005] Typically, Dutch auction share repurchase allows firms an
alternative to the fixed price tender offer when executing a tender
offer share repurchase. Typically, a Dutch auction offer specifies
a price range within which the shares will ultimately be purchased.
Typically, shareholders are invited to tender their stock, if they
desire, at any price within the stated range. Typically, the firm
then compiles these responses, creating a supply curve for the
stock. Typically, the purchase price is the lowest price that
allows the firm to buy the number of shares sought in the offer,
and the firm pays that price to all investors who tendered at or
below that price. Typically, if the number of shares tendered
exceeds the number sought, then the company purchases less than all
shares tendered at or below the purchase price on a pro rata basis
to all who tendered at or below the purchase price. Typically, if
too few shares are tendered, then the firm either cancels the offer
(provided it had been made conditional on a minimum acceptance), or
it buys back all tendered shares at the maximum price. An example
of a Dutch auction is when the auctioneer starts at $2,000 for an
object. If there are no bidders, the price is lowered by $100. The
object will be sold once a bidder accepts the last price announced
by the auctioneer, say $1,500.
BRIEF SUMMARY OF INVENTION
[0006] In some embodiments, the instant invention provides a the
instant invention provides a computer-implemented method that
includes at least steps of: receiving, by a specifically programed
processing computer system, an electronic Tender voting request to
conduct at least one Tender voting; where the electronic Tender
voting request identifies at least the following: i) at least one
security of at least one issuer, and ii) a Tender deadline for the
at least one Tender voting to submit Tender votes, iii) at least
one condition of the at least one Tender voting; where the at least
one Tender voting is limited to a plurality of employees who has
owned shares of the at least one issuer at a record date via at
least one of: i) at least one 401K plan, and ii) at least one
employee stock ownership plan (ESOP); where the at least one Tender
voting is selected from the group of Tender voting types consisting
of: i) a Tender offer, ii) an All-or-None Tender offer, and iii) a
Dutch Tender auction; based on the electronic Tender voting
request, identifying, by the specifically programed processing
computer system, the plurality of employees who own the shares of
the at least one issuer on the record date; generating, by the
specifically programed processing computer system, a Tender control
number for each employee of the plurality of employees; where the
Tender control number includes at least at least one Tender tag;
where the Tender control number is associated in data records with
at least: i) such employee, and ii) an amount of the shares of the
at least one issuer that such employee has owned on the record
date; transmitting, by the specifically programed processing
computer system, to each employee of the plurality of employees, a
Tender vote invitation to submit a Tender vote in the at least one
Tender voting; where the Tender vote invitation includes at least
the Tender control number encoded within the Tender vote
invitation; receiving, by the specifically programed processing
computer system, the Tender control number from a respective
employee; in response to the receiving the Tender control number,
generating, by the specifically programed processing computer
system, a plurality of programmed visual computer screens to allow
such respective employee to submit the Tender vote; where the
plurality of programmed visual computer screens are configured to
at least: i) show at least one entry choice based on a particular
Tender voting type, ii) automatically calculate at least the
following: a reminder of shares to be Tender voted based on a
number of shares identified by such respective employee in a first
entry choice; a total percentage of shares allocated by such
respective employee during the Tender voting; iii) confirm such
respective employee's Tender vote; iv) allow such respective
employee to automatically change a previous Tender vote when such
respective employee revises the previous Tender vote before the
Tender deadline; recording, in real time, by the specifically
programed processing computer system, a plurality of Tender votes
of the plurality of employees as submitted Tender votes; and
dynamically outputting, by the specifically programed processing
computer system, at least one report identifying a progress of the
at least one Tender voting.
[0007] In some embodiments, the at least one report can be based on
at least one of the following criteria: i) a security name, ii) a
job number, iii) an election date, iv) an election time, v) a
CUSIP, vi) at least one class, vii) an account number, viii) a
number of shares, ix) a percentage tendered, x) a percentage not
tendered, xi) Tendered shares, xii) the Tender control number,
and
[0008] xiii) election shares. In some embodiments, the at least one
report can be based on at least one of the following: i) historical
information regarding all instructions for every Tender control
number; and ii) cumulative information regarding a final
instruction for every Tender control number. In some embodiments,
the plurality of programmed visual computer screens are further
configured to at least: generate at least one error message when at
least one submission of such respective employee for the at least
one entry choice violates at least one pre-determine Tender rule,
Tender calculation, or both. In some embodiments, the Tender vote
invitation includes at least at least one URL encoded with the
Tender control number. In some embodiments, the receiving the
Tender control number from such respective employee further
includes at least: receiving the Tender control number in response
to an activation at least one URL encoded with the Tender control
number by such respective employee. In some embodiments, the Tender
vote invitation includes at least at least one visual presentation
code encoded with the Tender control number.
[0009] In some embodiments, the instant invention provides a
specifically programmed system that includes at least the following
components: at least one programmed computer, having a
non-transient computer tangible readable medium having stored
thereon software instructions executable by at least one processor
of the computer, where the software instructions include at least:
code to receive an electronic Tender voting request to conduct at
least one Tender voting; where the electronic Tender voting request
identifies at least the following: i) at least one security of at
least one issuer, and ii) a Tender deadline for the at least one
Tender voting to submit Tender votes, iii) at least one condition
of the at least one Tender voting; where the at least one Tender
voting is limited to a plurality of employees who has owned shares
of the at least one issuer at a record date via at least one of: i)
at least one 401K plan, and ii) at least one employee stock
ownership plan (ESOP); where the at least one Tender voting is
selected from the group of Tender voting types consisting of: i) a
Tender offer, ii) an All-or-None Tender offer, and iii) a Dutch
Tender auction; based on the electronic Tender voting request, code
to identify the plurality of employees who own the shares of the at
least one issuer on the record date; code to generate a Tender
control number for each employee of the plurality of employees;
where the Tender control number includes at least at least one
Tender tag; where the Tender control number is associated in data
records with at least: i) such employee, and ii) an amount of the
shares of the at least one issuer that such employee has owned on
the record date; code to transmit, to each employee of the
plurality of employees, a Tender vote invitation to submit a Tender
vote in the at least one Tender voting; where the Tender vote
invitation includes at least the Tender control number encoded
within the Tender vote invitation; code to receive the Tender
control number from a respective employee; in response to the
receiving the Tender control number, code to generate a plurality
of programmed visual computer screens to allow such respective
employee to submit the Tender vote; where the plurality of
programmed visual computer screens are configured to at least: i)
show at least one entry choice based on a particular Tender voting
type, ii) automatically calculate at least the following: a
reminder of shares to be Tender voted based on a number of shares
identified by such respective employee in a first entry choice; a
total percentage of shares allocated by such respective employee
during the Tender voting; iii) confirm such respective employee's
Tender vote; iv) allow such respective employee to automatically
change a previous Tender vote when such respective employee revises
the previous Tender vote before the Tender deadline; code to
record, in real time, a plurality of Tender votes of the plurality
of employees as submitted Tender votes; and code to dynamically
output at least one report identifying a progress of the at least
one Tender voting.
BRIEF DESCRIPTION OF THE DRAWINGS
[0010] The present invention will be further explained with
reference to the attached figures. The figures constitute a part of
this specification and include illustrative embodiments of the
present invention and illustrate various objects and features
thereof. Specific functional details disclosed herein are not to be
interpreted as limiting, but merely as a representative basis for
teaching one skilled in the art to variously employ the present
invention.
[0011] FIGS. 1-17 show screenshots that illustrates various aspects
of some embodiments of the invention.
[0012] FIGS. 18-21 illustrate schematics of exemplary computer
systems in accordance with some embodiments of the invention.
[0013] The figures constitute a part of this specification and
include illustrative embodiments of the present invention and
illustrate various objects and features thereof. Further, the
figures are not necessarily to scale, some features may be
exaggerated to show details of particular components. In addition,
any measurements, specifications and the like shown in the figures
are intended to be illustrative, and not restrictive. Therefore,
specific structural and functional details disclosed herein are not
to be interpreted as limiting, but merely as a representative basis
for teaching one skilled in the art to variously employ the present
invention.
DETAILED DESCRIPTION
[0014] Among those benefits and improvements that have been
disclosed, other objects and advantages of this invention can
become apparent from the following description taken in conjunction
with the accompanying figures. Detailed embodiments of the present
invention are disclosed herein; however, it is to be understood
that the disclosed embodiments are merely illustrative of the
invention that may be embodied in various forms. In addition, each
of the examples given in connection with the various embodiments of
the invention which are intended to be illustrative, and not
restrictive. Any alterations and further modifications of the
inventive feature illustrated herein, and any additional
applications of the principles of the invention as illustrated
herein, which can normally occur to one skilled in the relevant art
and having possession of this disclosure, are to be considered
within the scope of the invention.
[0015] Throughout the specification and claims, the following terms
take the meanings explicitly associated herein, unless the context
clearly dictates otherwise. The phrases "in one embodiment" and "in
some embodiments" as used herein do not necessarily refer to the
same embodiment(s), though it may. Furthermore, the phrases "in
another embodiment" and "in some other embodiments" as used herein
do not necessarily refer to a different embodiment, although it
may. Thus, as described below, various embodiments of the invention
may be readily combined, without departing from the scope or spirit
of the invention.
[0016] In addition, as used herein, the term "or" is an inclusive
"or" operator, and is equivalent to the term "and/or," unless the
context clearly dictates otherwise. The term "based on" is not
exclusive and allows for being based on additional factors not
described, unless the context clearly dictates otherwise. In
addition, throughout the specification, the meaning of "a," "an,"
and "the" include plural references. The meaning of "in" includes
"in" and "on."
[0017] In some embodiments, the inventive systems of the instant
invention facilitate the Election Process of a Corporate Action
(C/A). In some embodiments, since there are many variation of C/As,
in some embodiments, the inventive systems of the instant invention
accommodate the issuer's requirement and/or the event. In some
embodiments, the inventive systems of the instant invention can
handle a variety of different event types with multiple election
options.
[0018] For purposes of this description, in some embodiments, the
term "record date" is directed to a date on which books of a issuer
are closed during the process of identifying the owners for
purposes of engaging them in one or more of corporate actions. For
example, only the common stockholders who are listed on the record
date will receive an invitation to vote.
[0019] In some embodiments, the inventive systems and computer
methods of the instant invention facilitate at least one of the
following corporate actions: Tender, All or None Tender, and/or
Dutch Tender auction. In some embodiments, the inventive systems
and computer methods of the instant invention can additionally
facilitate corporate actions of an Election and/or Exchange. In
some embodiments, the term "Exchange" is directed to one for one
or, a ratio distribution of one company for another. In some
embodiments, the term "Exchange/Acquisition Offer" is directed to
an offer made by a corporation to exchange one issue of its
securities for another, (e.g. equity shares for a debt issue). It
could also be an attempt by one company to gain control of another
company by obtaining a percentage of issued and outstanding shares.
The acquiring company will offer shares of its own company in
exchange for shares of the other firm.
[0020] In some embodiments, the inventive systems and computer
methods of the instant invention can additionally facilitate
corporate actions of Conversion. In some embodiments, the term
"Conversion" is directed to the exchange of equity or debt for a
different class of equity or debt. Conversion privileges generally
have an expiration date after which the shareholder still retains
ownership in the original security.
[0021] In some embodiments, the inventive systems and computer
methods of the instant invention can additionally facilitate
corporate actions of Redemption. In some embodiments, the term
"Redemption" is directed to the liquidation of a debt issue on or
before the maturity date. Typically, Redemptions may be called in
part or in their entirety.
[0022] In some embodiments, the inventive systems of the instant
invention will receive multiple files initial and subsequent
refresh files that will update account holder positions. In some
embodiments, the files will be categorized by separate plans (e.g.,
hourly, salary employees) and will be loaded to the job to
different stock classes to distinguish one plan versus another.
[0023] In some embodiments, the inventive systems of the instant
invention receive custom cards that will contain election options
rather than voting proposals. In some embodiments, the inventive
systems of the instant invention can utilize proposal
classification codes that may include 033333--Tender Offer and/or
044444--Dutch Tender Offer. In some embodiments, for Dutch Tender,
the tender proposal will not be coded. In some embodiments, the
application will automatically insert this proposal at the end of
the proposal list. In some embodiments, this is a calculated value
and will not be captured. In some embodiments, it is used for
display purposes only.
[0024] In some embodiments, shares subject to the corporate actions
in accordance with some embodiments of the instant invention (e.g.,
Tender Offer, All or None Tender Offer, Dutch Tender Offer, etc.)
can be owned by at least 50 of individual and/or entities (e.g.,
who are customers of financial-related entities such as banks,
brokerages, etc.). In some embodiments, shares subject to the
corporate actions in accordance with some embodiments of the
instant invention (e.g., Tender Offer, All or None Tender Offer,
Dutch Tender Offer, etc.) can be owned by at least 100 of
individual and/or entities (e.g., who are customers of
financial-related entities such as banks, brokerages, etc.). In
some embodiments, shares subject to the corporate actions in
accordance with some embodiments of the instant invention (e.g.,
Tender Offer, All or None Tender Offer, Dutch Tender Offer, etc.)
can be owned by at least 1,000 of individual and/or entities (e.g.,
who are customers of financial-related entities such as banks,
brokerages, etc.). In some embodiments, shares subject to the
corporate actions in accordance with some embodiments of the
instant invention (e.g., Tender Offer, All or None Tender Offer,
Dutch Tender Offer, etc.) can be owned by at least 10,000 of
individual and/or entities (e.g., who are customers of
financial-related entities such as banks, brokerages, etc.). In
some embodiments, shares subject to the corporate actions in
accordance with some embodiments of the instant invention (e.g.,
Tender Offer, All or None Tender Offer, Dutch Tender Offer, etc.)
can be owned by at least 100,000 of individual and/or entities
(e.g., who are customers of financial-related entities such as
banks, brokerages, etc.). In some embodiments, shares subject to
the corporate actions in accordance with some embodiments of the
instant invention (e.g., Tender Offer, All or None Tender Offer,
Dutch Tender Offer, etc.) can be owned by at least 1,000,000 of
individual and/or entities (e.g., who are customers of
financial-related entities such as banks, brokerages, etc.).
[0025] In some embodiments, shares subject to the corporate actions
in accordance with some embodiments of the instant invention (e.g.,
Tender Offer, All or None Tender Offer, Dutch Tender Offer, etc.)
can be owned by at least 50 employees who own the shares through
401K and/or Employee Stock Ownership Plan(s) (ESOP(s)). In some
embodiments, shares subject to the corporate actions in accordance
with some embodiments of the instant invention (e.g., Tender Offer,
All or None Tender Offer, Dutch Tender Offer, etc.) can be owned by
at least 100 employees who own the shares through 401K and/or
ESOP(s). In some embodiments, shares subject to the corporate
actions in accordance with some embodiments of the instant
invention (e.g., Tender Offer, All or None Tender Offer, Dutch
Tender Offer, etc.) can be owned by at least 1,000 employees who
own the shares through 401K and/or ESOP(s). In some embodiments,
shares subject to the corporate actions in accordance with some
embodiments of the instant invention (e.g., Tender Offer, All or
None Tender Offer, Dutch Tender Offer, etc.) can be owned by at
least 10,000 employees who own the shares through 401K and/or
ESOP(s). In some embodiments, shares subject to the corporate
actions in accordance with some embodiments of the instant
invention (e.g., Tender Offer, All or None Tender Offer, Dutch
Tender Offer, etc.) can be owned by at least 100,000 employees who
own the shares through 401K and/or ESOP(s). In some embodiments,
shares subject to the corporate actions in accordance with some
embodiments of the instant invention (e.g., Tender Offer, All or
None Tender Offer, Dutch Tender Offer, etc.) can be owned by at
least 1,000,000 employees who own the shares through 401K and/or
ESOP(s).
[0026] In some embodiments, there can be at least 100,000 shares
subject to the corporate actions in accordance with some
embodiments of the instant invention (e.g., Tender Offer, All or
None Tender Offer, Dutch Tender Offer, etc.). In some embodiments,
there can be at least 1,000,000 shares subject to the corporate
actions in accordance with some embodiments of the instant
invention (e.g., Tender Offer, All or None Tender Offer, Dutch
Tender Offer, etc.). In some embodiments, there can be at least
10,000,000 shares subject to the corporate actions in accordance
with some embodiments of the instant invention (e.g., Tender Offer,
All or None Tender Offer, Dutch Tender Offer, etc.). In some
embodiments, there can be at least 100,000,000 shares subject to
the corporate actions in accordance with some embodiments of the
instant invention (e.g., Tender Offer, All or None Tender Offer,
Dutch Tender Offer, etc.).
[0027] In some embodiments, the inventive systems of the instant
invention are specifically programmed for the tender offers and
voting so that that they can be identified by the back end as Reorg
(reorganization) options and the front end (a custom voting website
such as ProxyVote.com). In some embodiments, the number of
proposals will vary depending on one of the two event types 1)
Tender and 2) Dutch auction tender.
[0028] In some embodiments, the cards will request that the
shareholder make their election on the web or mail back the
completed card. In some embodiments, the shareholder will be asked
to select one box if they do not wish to tender or select a
different box if they wish to tender. In some embodiments, if a
shareholder selects the box that they wish to tender they will be
asked to indicate on a line the percentage (%) of shares they wish
to tender, this last step would be expanded for Dutch auction
events, so that the shareholder can select a price from a set of
pre determined prices listed on the card. In some embodiments, each
price would have to be designated as another proposal on ProxyPlus.
In either case the grand total of tender % and Not-Tender % should
always equal to 100%.
[0029] In some embodiments, the inventive systems of the instant
invention receive all of the shareholder elections via a customized
"ProxyVote" website (e.g., via unique control number generated from
mailing) that are either entered by the shareholder directly or by
a scanning a paper card that the shareholder mails in. In some
embodiments, the inventive systems of the instant invention, via a
specifically programmed computer interface, capture all entered
elections on a cumulative basis throughout the life of the tender
offer until the designated Expiration Date (equivalent to cut off
date). In some embodiments, the inventive systems of the instant
invention provide a specifically programmed work bench tool that
can be utilized to extract a report of all of the captured
elections; this report can be sent to a recipient on a periodic
basis (e.g., daily, etc.) via a secured site. In some embodiments,
the inventive systems of the instant invention automatically
generate the report of all of the captured elections based on one
or more pre-determined criteria.
[0030] In some embodiments, the inventive systems of the instant
invention electronically receives/obtains refresh files that
include TIN numbers, and updated share quantities, which can be
provided by at least one of: custodians of beneficial shareholders,
issuers, and an entity who is not a custodian of beneficial
shareholders or issuer. In some embodiments, the inventive systems
of the instant invention allows to import the refresh files by data
entries as account adjustments utilizing the 205 screen. In some
embodiments, the inventive systems and methods of the instant
invention utilize an "election" report allows to apply the elected
percentage quantities to the updated positions.
[0031] In some embodiments, the inventive systems and methods of
the instant invention address the security concerns as described
below, but are not limited to.
[0032] Input Validation
[0033] In some embodiments, all input coming from various
electronic sources (e.g., webpages, etc.) can be validated for
length and format prior to use.
[0034] Output Encoding
[0035] In some embodiments, the inventive systems and methods of
the instant invention can utilize encoding to encode any dynamic
data being shown to an end user, using the ESAPI library or a
similar suitable technique.
[0036] JSession Cookie security
[0037] In some embodiments, the inventive systems and methods of
the instant invention can utilize JSession cookie that is HTTPOnly
and secure.
[0038] SOL Injection
[0039] In some embodiments, the inventive systems and methods of
the instant invention can utilize stored procedures to access at
least one database (e.g., Oracle database, MS SQL, etc.). In some
embodiments, all parameters sent to the stored procedure will be
properly escaped to prevent SQL Injection attacks.
[0040] Frame Busting Code
[0041] In some embodiments, the inventive systems and methods of
the instant invention can utilize webpages that are never displayed
within an iframe. In some embodiments, the X-Frame-Options header
can be set to DENY and the inventive systems and methods of the
instant invention can utilize JavaScript to make sure that the
inventive tender offer webpage is the top frame.
[0042] Exception Handling
[0043] In some embodiments, the inventive systems and methods of
the instant invention can handle all exceptions and errors from
code that is specially programed so that no sensitive information
being displayed to the user.
[0044] Directory Indexing
[0045] In some embodiments, the inventive systems and methods of
the instant invention can disable a Directory Indexing feature for
the JVM that is utilized to display information through a
specifically programed user interface (e.g., a webpage)
[0046] Form Auto Completion
[0047] In some embodiments, the inventive systems and methods of
the instant invention can utilize specifically programed web forms
that have the autocomplete attribute set to "off."
[0048] FIG. 1 illustrates an illustrative flow diagram of an
exemplary tender offer process in accordance with some embodiments
of the instant invention. The exemplary tender offer process of
FIG. 1 show the following components.
[0049] Data Feeds:
[0050] 1.1--Mainframe Meeting and Agenda related information is
loaded into VSAM/082 at the end of the night cycle.
[0051] 1.2--Data is pulled from a Mainframe and sent down and
loaded into Oracle.
[0052] 1.3-24x7 data (control numbers) are sent down and loaded to
Oracle nightly after the Print process runs.
[0053] Authentication:
[0054] 2.1--Shareholder logs into ProxyVote.com with a Control
Number.
[0055] 2.2--Proxy Vote validates the control number check digit by
passing it to Oracle Stored Procedure and on successful validation
passes the Control Number to a Mainframe program to authenticate
control number and retrieve associated information.
[0056] 2.3--The Mainframe program references VSAM data store.
[0057] 2.4--Agenda related information is pulled from Oracle
database and displayed on the site (originated from 1.2).
[0058] Tender Your Shares:
[0059] 3.1--Shareholder submits and confirms their
tendering/not-tendering shares (i.e., Votes).
[0060] 3.2--Each Vote is logged in Oracle with a status of
indicator to identify as a Tender Shares and not proxy votes (i.e.,
votes for regular corporate events such as annual meeting).
[0061] Reconciliation:
[0062] 4.1--Batch process that runs daily to compute the
tendered/non-tendered share amounts in daily cumulative will
generate tender files and sftp to a secure location.
[0063] 4.2--a recipient (e.g., Broadridge CSR) can retrieve the
file from secured location.
[0064] In some embodiments, the inventive systems and methods of
the instant invention can utilize on-demand report generation, for
example, through a programmed tool of an administrative program
(e.g., Proxy Work Bench).
[0065] In some embodiments, an entry to the Tender election website
will be via 12 digit control number. In some embodiments, if the
control number is not found, an error message will be displayed to
the user. In some embodiments, the error message may include:
Text: "You've entered an invalid control number. Please try again
or contact your Plan Administrator".
[0066] In some embodiments, a VOTE TENDER programmed page (e.g., a
webpage, mobile app page) includes at least the following.
[0067] 1) A Tender Election Section
[0068] In some embodiments, the Tender election section includes at
least one of the following.
[0069] A) In some embodiments, the tender election section will be
based on a selection of a percentage of shares to tender. In some
embodiments, any range of tender values is allowable from 0% to
100%.
[0070] B) In some embodiments, there will be a calculation window
next to the a entry/box "Amount to Tender %" that will reflect the
amount of shares not tendered. In some embodiments, this will be a
display-only field and will automatically calculate based upon the
difference between 100% and the amount in the "Shares to Tender"
box. In one non-limiting example: Shares to Tender=50%, then Shares
Not Tendered=50%.
[0071] C) In some embodiments, a submitted election of 0% will be
recorded as a "Do Not Tender" election. In some embodiments, in
this scenario the Shares not Tendered would reflect 100%. In some
embodiments, if no value (null) is entered and submit, a message
would be displayed such as: [0072] Text: You have not selected an
election %. Please select an election and resubmit.
[0073] In some embodiments, the webpage will contain instructional
language to inform the shareholder how to vote all, part or none of
their shares: [0074] Text: You may enter the % that you wish to
have tendered not greater than 100%. The remaining portion will
reflect the % that will not be tendered
[0075] In some embodiments, the inventive systems and methods of
the instant invention can utilize a rule that a user may not tender
greater that 100% of owned shares. In some embodiments, this can be
controlled by, but is not limited to, using a screen editing, using
a fixed scroll, and/or by setting 0 to 100%, not presenting a value
greater than 100.
[0076] In some embodiments, rule that users will be allowed to
re-vote their shares as many times as they wish, up to the cutoff
date and time.
[0077] In some embodiments, the inventive systems and methods of
the instant invention can utilize a rule that a last vote in before
cutoff is the prevailing instruction. If the user attempts to vote
past the cutoff, an error message will be displayed such as: [0078]
Text: The deadline for this event has expired Please contact your
Plan Administrator"
[0079] In some embodiments, the inventive systems and methods of
the instant invention can utilize a rule that shares tendered
instructions in any percentage from 1% to 100% will be captured in
the database as a "For" vote. In some embodiments, shares tendered
at 0% (Do Not Tender) will be captured as an "Against Vote". In
some embodiments, the inventive systems and methods of the instant
invention can utilize the same scheme to reflect the Tender
submission in a vote string.
[0080] In some embodiments, the Dutch tender screen will follow the
same rules and requirements as above, but will present the user
with multiple price points that they can divide their shares
across. In some embodiments, shares spread across price points
cannot exceed a total of 100% or shares. In some embodiments, if
the aggregate across the price points adds up to greater than 100%,
an error message will be displayed. [0081] Text: The total %
exceeds 100%. Please correct and resubmit
[0082] In some embodiments, when the user has submit a tender
election by pressing the `SUBMIT` button on the Vote Tender Page, a
pop up will be displayed providing the option to Confirm or Cancel
the tender election. In some embodiments, a CONFIRM/CANCEL POP-UP
includes: [0083] Text: Please confirm If the shares to be tendered
are correct If they are not, cancel and re-enter the correct
amount
[0084] In some embodiments, this same confirmation screen will be
used for Dutch and Domestic tender elections. In some embodiments,
if the user selects Cancel from the pop-up, they will be taken back
to the Tender Voting screen, which will have the previous values
cleared and ready for a re-vote. In some embodiments, if the user
selects Confirm from the pop-up, they will be directed back to the
Vote Tender screen in Confirmation mode.
[0085] In some embodiments, a VOTE TENDER SCREEN-CONFIRMATION MODE
can include: [0086] after the users have selected to confirm their
Tender election, they will be returned to the Vote Tender screen
with the following modifications: the entry fields will be locked
and reflective of the tender elections that were confirmed.
[0087] In some embodiments, there will be a confirmation message
such as: [0088] Text: You may print this awe as your confirmation
for your records
[0089] There will be instructions for how to revote if they need to
such as: [0090] Text: If the shares to be tendered are not correct
please, re-enter the correct amount and resubmit you entry.
[0091] A non-limiting example of the Tender voting screen is shown
in FIG. 2. In some embodiments, the new text input fields will only
allow integers. In some embodiments, the action class/form data
processing will make use of regular expressions to allow only
integers. In some embodiments, the regular expression will be as
follows:
{circumflex over ( )}([01]?[0-9]?[0-9]|100)$
[0092] In some embodiments, the form fields will use both front-end
and backend validation. For example, a non-limiting example of the
Tender confirmation screen is shown in FIG. 3.
[0093] FIG. 4 illustrates a non-limiting example of the Dutch
Tender screen in accordance with some embodiments of the instant
invention. FIG. 5 illustrates a non-limiting example of the Dutch
Tender vote submitted screen in accordance with some embodiments of
the instant invention. FIG. 6 illustrates a non-limiting example of
the Dutch Tender confirmation screen in accordance with some
embodiments of the instant invention. In some embodiments, if the
total percent of shares tenders is incorrect the following
exemplary error message can be shown: [0094] Text: Error:
percentage totals must be equal to 100%. Please re-enter with
proper amounts. Thank you.
[0095] In some embodiments, the inventive systems and methods of
the instant invention can utilize a tool for setting up screens for
tender submissions. In some embodiments, an illustrative example
such set-up tool is referred to in the description as
"ProxyWorkBench."
[0096] In some embodiments, the inventive systems and methods of
the instant invention can utilize at least the following
requirements/rules for ProxyWorkbench functions.
[0097] In some embodiments, since a corporation/business requires
the ability to make the end of a Tender Election period a specific
cutoff date and time, a MEETING ADMINISTRATION tab/functionality of
theProxyWorkbench may include a field for the entry of a cutoff
time. In some embodiments, the time will be formatted as HH:MM and
will be updatable throughout the life of the meeting.
[0098] In some embodiments, the inventive systems and methods of
the instant invention allows users (e.g., corporation, agents of
corporations, etc.) to create reports on demand. In some
embodiments, adhoc reporting access will be available under a new
tab in the ProxyWorkbench called "Tender Administration". In some
embodiments, ad hoc reports will be pulled by a start and end date
range and time range. In some embodiments, if no date range is
specified (date fields are left blank), all historical information
will be pulled. In some embodiments, report output will be on
screen and downloadable into a CSV format (comma separated) output
file. In some embodiments, this output should be saved locally by
the user for e-mail to client via locally run encryption software
(e.g., Symantec). In some embodiments, reports will also be run one
time per day via a scheduled job (time to be provided by business).
In some embodiments, these scheduled reports will be
viewable/downloadable via the ProxyWorkbench. In some embodiments,
the inventive systems and methods of the instant invention can
utilize at least two types of scheduled reports: [0099] Last
Transaction--Only pulls most recent tender transaction per control
#; and [0100] Historical--All tender elections performed against a
control # historically.
[0101] In some embodiments, data fields to be pulled into an
exemplary report are to include at least a plurality of the
following fields:
[0102] Security Name
[0103] Job Number
[0104] Election Date
[0105] Election Time
[0106] CUSIP (a 9-character alphanumeric code which identifies a
North American financial security)
[0107] Class [0108] Account Number [0109] Number of Shares (total)
[0110] Percentage Tendered [0111] Tendered Shares [0112] 12 Digit
Control Number [0113] Tender % @<price point 1> [0114]
Election Shares @<price point 1> [0115] Tender % @<price
point 2> [0116] Election Shares @<price point 2> [0117]
Tender % @<price point 3> [0118] Election Shares @<price
point 3> [0119] Tender % @<price point 4>, and [0120]
Election Shares @<price point 4>.
[0121] In some embodiments, the votes that are captured for Tender
Votes will require a new report. In some embodiments, the report
will need to show all of the votes that were captured between a
time frame. In some embodiments, date and time ranges will be used
as input parameters for the reports. In some embodiments, the new
report screen will reside in ProxyWorkBench under a new tab called
TENDER ADMINISTRATION.
[0122] FIG. 7 illustrates a non-limiting example of a tender report
webpage in accordance with some embodiments of the instant
invention. In some embodiments, as shown in FIG. 8, an exemplary
search screen in accordance with some embodiments of the instant
invention will be a modal dialog box where the date range and job
number will be entered. In some embodiments, as shown in FIG. 9,
the end user will have the ability to download the csv report by
clicking the download button.
[0123] In some embodiments, since tender meetings are also time
sensitive, and the inventive systems and methods of the instant
invention can offer the ability to set a cutoff meeting time. In
some embodiments, this will be accomplished by adding the meeting
time to the existing meeting information screen in the
ProxyWorkBench. In some embodiments, the screen will add one new
field that will allow only a time component, as shown in FIG.
10.
[0124] In some embodiments, BUSINESS COMPONENTS may include a proxy
voting web capabilities such as, but not limited to, ProxyVote.com.
In some embodiments, proxy voting capabilities are used to allow
voting on Tender and Dutch Tender Auctions. In some embodiments, a
shareholder will come, for example, using an proxyvote URL and
enter his/her control number to login. In some embodiments, the
application will recognize the control number entered belongs to a
Tender auction (e.g., rule logic based on the control number
assignment, especial tag incorporated within the control number,
etc.) and will redirect the shareholder to a new voting page for
tender auctions. In some embodiments, if the shareholder has a PIN
then the PIN page will be shown before they are brought to the new
voting page.
[0125] In some embodiments, the flag that will signify if this
control number belongs to a tender will come from the agenda result
set when the meeting info is returned. In some embodiments, the new
tender flag will be populated in a database (e.g., AgendaDTO).
[0126] In some embodiments, the flow of the application will be
modified so when a control number is entered the system recognizes
it and redirects to the appropriate page. In some embodiments, the
tender vote web page can be a web form and have an assigned action
class to handle the form. In some embodiments, the instant
invention can utilize a configuration file that can be include code
to accommodate the execution of the tender vote web page. For
example, the code can include an exemplary function of:
[0127] com.broadridge.datamixer.form.TenderVoteForm extend PVForm,
with class variables:
[0128] String[ ] tenderForVote
[0129] String[ ] tenderAgainstVote
[0130] In some embodiments, the inventive systems and methods of
the instant invention can utilize an action class that handle a
vote action as follows:
[0131] com.company.datamixer.servlet.TenderVoteAction, using
methods of:
[0132] Unspecified
[0133] validateRequest
[0134] agenda.
[0135] In some embodiments, the inventive systems and methods of
the instant invention can utilize a helper class to capture and
store the votes. In some embodiments, since tender auctions use
percentages for votes, the inventive systems and methods of the
instant invention can store the votes in vote_log and
vote_log_split_detail tables. In some embodiments, the vote string
will be a `T` and will only reside in the proposal_vote_string
column. In some embodiments, the director vote_string will not be
used. In some embodiments, the vote_log_split_detail table will use
only the for_shares and against_shares columns for voting.
[0136] In some embodiments, the inventive systems and methods of
the instant invention can utilize a helper class to help the vote
action, such as the following exemplary helper class:
TABLE-US-00001 com.company.datamixer.helper.TenderVoteHelper
ShareholderChoice buildTenderShares( HttpServletRequest request,
UserDTO userDTO)
[0137] In some embodiments, the exemplary ShareholderChoice object
can be instantiated from the ShareholderSplitShares object. In some
embodiments, when storing the votes to a database, such as Oracle,
a specifically programmed class method can be utilized, such as
splitVoteCaptureUpdate.
[0138] In some embodiments, since the proposal vote string and
pending status must be can be set differently from a process that
obtains proxy votes by setting a pending status to null. In some
embodiments, the inventive systems and methods of the instant
invention can utilize a Tag (e.g., alpha-numerical--"T")) to
identify the vote string for the tender votes.
[0139] In some embodiments, the inventive systems and methods of
the instant invention can utilize a method and call a stored
procedure that will be have at least one or more of the following
parameters: [0140] Timestamp fromDate [0141] Timestamp toDate
[0142] Cursor [0143] Sqlcode [0144] sqlmssg.
[0145] In some embodiments, to add a meeting time functionality,
the inventive systems and methods of the instant invention can
include a field for general/meeting information, coded in, for
example, Java server page to the ProxyWorkbench. In some
embodiments, the inventive systems and methods of the instant
invention can include coded functions to get and set the meeting
time, such as:
[0146] Private String meetingTime;
[0147] Create getMeetingTime( )
[0148] Create setMeetingTime(String meetingTime).
[0149] In some embodiments, the inventive systems and methods of
the instant invention can utilize a set of object classes in which
the meeting Time is set from a front-end to a form object
corresponding to a meeting information form. For example, inside a
check for the ActionValue="editMeetingInfo" of the
MeetingInfoAction class set the meetingTime method of the
MeetingInfoForm from the front-end form capture. In some
embodiments, the inventive systems and methods of the instant
invention can utilize, for example, a specialized class object to
pass the meetingTime parameter to a stored procedure inside a
method is responsible for meeting updates.
[0150] In some embodiments, the inventive systems and methods of
the instant invention pull data for a search, there is an update of
the searchMeetingDetailsByAgenda method of the MeetingDAO class to
get the new column meetingTime.
[0151] In some embodiments, the MeetingInfoHelper class will be
modified to get the meetingTime column and store it into the
MeetingDIO class inside the getMeetingInfo method.
[0152] In some embodiments, the inventive systems and methods of
the instant invention can utilize a daily report to show the
current days votes. In some embodiments, the inventive systems and
methods of the instant invention can utilize a batch program. In
some embodiments, the batch program will be, for example, kicked
off each night via an automated process and will simply query the
vot_log_split_detail table and tally up the votes for each day. In
some embodiments, the inventive systems and methods of the instant
invention can generate a text file on the server for ftp and/or
email the report out. In some embodiments, the batch program can
utilize a stored procedure usp_pwb_get_tender_vote_log programmed
into the ProxyWorkbench.
[0153] In some embodiments, the inventive systems and methods of
the instant invention can utilize a ProxyVote-Tender website to
support 401K & ESOP Plan Administrators in capturing employee
responses, on voluntary corporate action events such as
Tenders/Dutch Auctions, to include any events with Book entry
positions. In some embodiments, the inventive systems and methods
of the instant invention can address/minimize one or more of the
following concerns: [0154] Risk and Liability [0155] Ensure that
the instructions within the time frame of the event [0156] Expedite
the reporting of the responses [0157] Provide a real time
reconciliation when the instructions are entered [0158] Reduce
mailing cost.
[0159] In some embodiments, the inventive systems and methods of
the instant invention can utilize a letter of transmittal as a
source document for a website instruction process, programmed in
accordance with the instant invention. In some embodiments, the
letter of transmittal can contain a name of the site's URL and
directs the shareholder to enter their instructions on the
site.
[0160] In some embodiments, a Tender application can be an intranet
tool (e.g., Proxy Workbench) that is used to modify the site and
pull down reports. In some embodiments, the shareholder enters a
control number (e.g., a 12 digit control number) from the letter of
transmittal form on a webpage, as, for example, shown FIG. 11. In
some embodiments, if the number is encoded into a visual
presentation code (e.g., QR code, RFID, NFC tag, etc.), the
shareholder scans/photograph the visual code using, for example,
its portable device to automatically submit the control number. In
some embodiments, the Tender website can display a plurality of the
following:
[0161] Current Time
[0162] Control Number
[0163] Issuer Description
[0164] Offer Type
[0165] Deadline date and time
[0166] Material links
[0167] Amount to be tendered box (In the Dutch auction version all
of the eligible prices will be displayed)
[0168] Amount not to be tendered box
[0169] Submit button.
[0170] In some embodiments, the shareholder reads the hard copy
materials received in the mail and/or can click on the links
provided on the site. In some embodiments, once the shareholders
are ready to make their election they enter the appropriate
instructions on the site and click on the Submit button. In some
embodiments, they can either print a confirmation of the
transaction or enter additional control numbers if they have
any.
[0171] In some embodiments, Shareholder will enter the percentage
(%) amount of shares to be tendered. In some embodiments, once the
percentage (%) amount of shares to be tendered is entered, a
not-to-be-tendered box will automatically calculate and display the
% of shares not tendered. In some embodiments, however if the %
exceeds the 100%, an error message will display and block the
holder from going forward.
[0172] In some embodiments, the inventive systems and methods of
the instant invention can capture all of the information entered on
the site into a database and accessed via a specifically designed
application on (e.g., Proxy Workbench) in the form of at least two
reports: a historical (all transactions for every control number)
and/or cumulative (just the last transaction for the control
number). In some embodiments, this application contains additional
functionalities that allow, for example, to upload document links
to the site, extend the shareholder expiration for the event, etc.
In some embodiments, upon clicking the Submit button a confirmation
window will be displayed as follows: [0173] Click on the Confirm
button to proceed [0174] Click on the Cancel button to Cancel the
Instruction.
[0175] In some embodiments, upon clicking the "Confirm" button, the
responses are captured and displayed.
[0176] In some embodiments, the shareholder can also re-enter
instructions if the original instructions were incorrect: [0177] 1.
Click on the "CLICK HERE" link to re-enter instructions if the
original instructions were incorrect or [0178] 2. Click on the
"Print button" to print a confirmation of the transaction, [0179]
3. Click on the "New Control Number" if they wish to instruct on
another item.
[0180] In some embodiments, the shareholder can look to fully
automate the notification and the re-print function, as well as
adding functionality that can change the text and terms displayed
on the site. In some embodiments, the shareholder can track
additional Corporate Action like Transferable and non-Transferable
Rights offering or any other offering whereby the shares are held
in book entry form. In some embodiments, the inventive systems and
methods of the instant invention can utilize for any issuer whose
shareholders participate in 401K plan that may be impacted by a C/A
or any issuer with book entry share positions.
[0181] In some embodiments, the inventive systems and methods of
the instant invention can utilize a website that is used to capture
shareholder responses (instructions) for 401K & Employee Stock
Ownership Plan ("ESOP") "registered" voluntary corporate action
events such as Tenders and/or Dutch auction tenders (e.g., Tender
Offer, Dutch Auction Tender, All or None Tender, etc.).
[0182] FIG. 12 illustrates a screenshot of an exemplary instruction
page in accordance with some embodiments of the instant invention.
In some embodiments, the an exemplary instruction page can display
a plurality of the following:
[0183] Current Time
[0184] Control Number
[0185] Issuer Description
[0186] Offer Type
[0187] Deadline date and time
[0188] Material links
[0189] Amount to be tendered box (In the Dutch auction version all
of the eligible prices will be displayed)
[0190] Amount not to be tendered box
[0191] Submit button.
[0192] FIG. 13 illustrates a screenshot of an exemplary instruction
page in accordance with some embodiments of the instant invention
where shareholder entered an amount of shares tendered and the
percentage of shares not tendered is automatically calculated.
[0193] In some embodiments, upon clicking the Submit button a
confirmation pop-up window will display: [0194] a. Click on the
Confirm button to proceed [0195] b. Click on the Cancel button to
Cancel the Instruction
[0196] In some embodiments, upon clicking the Confirm button, the
instructions are captured and displayed. In some embodiments, there
is a confirmation generated in the form shown by an exemplary
screenshot of FIG. 14. In some embodiments, after the confirmation,
the shareholder can do, for example, one of the following: [0197]
a. Click on the "CLICK HERE" link to re-enter instructions if the
original instructions were incorrect or [0198] b. Click on the
Print button to print a confirmation of the transaction [0199] c.
Click on the new control Number if they wish to instruct on another
item.
[0200] In some embodiments, the exemplary tool of the instant
invention, ProxyWorkBench, can be used to:
[0201] Establish the Reply Deadline Time
[0202] Extend the Reply Deadline
[0203] Upload Mailing Documents
[0204] Generate Client Reports.
[0205] FIG. 15 illustrates a screenshot of an exemplary General
Admin Tab of the tool ProxyWorkBench page with the "Tender Admin"
tab in accordance with some embodiments of the instant invention
which can be used for:
[0206] Establish the Reply Deadline Time
[0207] Extend the Reply Deadline
[0208] Upload Mailing Documents.
[0209] In some embodiments, a user can use the "Tender Admin" tab
to establish the reply deadline time:
[0210] Type in the job number
[0211] Click on the search button
[0212] Then click on the job number link.
[0213] As shown in FIG. 10, in some embodiments, the user can enter
the reply time deadline in the meeting time box. In some
embodiments, the user can also update the reply deadline date if
the offer is extended by entering the new replay deadline date in
the meeting date box. In some embodiments, the inventive systems
and methods of the instant invention electronically receives (e.g.,
via upload, etc.) documents. In some embodiments, the Tender Admin
Tab of FIG. 15 can be selected to, for example, generate one or
more of the following reports, as shown in FIG. 16: [0214]
Historical-All instructions for every control number [0215]
Cumulative-Just the final instruction for every control number.
[0216] In some embodiments, the Tender Admin Tab is used for:
[0217] Select the report type and then type the Job number in the
Job number box [0218] Select the date range, if left blank, the
default will be all instructions for the job [0219]
Download/transmit report(s) in any suitable computer format (e.g.,
exl, csv, etc.).
[0220] In some embodiments, as illustrated in FIG. 17 by a
screenshot of an exemplary retort, the inventive systems and
methods of the instant invention allow users to design reports that
can include information for a plurality of the following
criteria:
[0221] Security Name
[0222] Job Number
[0223] Election date
[0224] Election time
[0225] CUSIP
[0226] Class
[0227] Account Number
[0228] Number of shares
[0229] Percentage tendered
[0230] Percentage not tendered
[0231] Tendered shares
[0232] Control Number
[0233] Percentage tendered, and
[0234] Election shares.
[0235] Illustrative Operating Environments For Some Embodiments
[0236] FIG. 18 illustrates a computer system in accordance with
some embodiments of the present invention. However, not all of
these components may be required to practice the invention, and
variations in the arrangement and type of the components may be
made without departing from the spirit or scope of the invention.
In some embodiment, the inventive exchange system processes
information related to a large number of shareholders (e.g., at
least 10,000; at least 100,000; at least 1,000,000, etc.) and
concurrent transactions (e.g., at least 10,000; at least 100,000;
at least 1,000,000, etc.). In other embodiments, the inventive
exchange computer system is based on a scalable computer and
network architecture that incorporates varies strategies for
assessing the data, caching, searching, and database connection
pooling. An example of the scalable architecture is an architecture
that is capable of operating multiple servers. In some embodiments,
the computing system in accordance with the instant invention may
include, but not limiting to, one or more programmed computers,
systems employing distributed networking, or other type of system
that might be used to transmit and process electronic data.
[0237] In some embodiments, client devices (e.g., computers, mobile
device, etc.) 102-104 of, for example, custodians of financial
information (e.g., banks, brokerages, etc.) and/or dhareholders
include virtually any computing device capable of receiving and
sending a message over a network, such as network 105, to and from
another computing device, such as servers (e.g., the inventive
systems) 106 and 107, each other, and the like. In some
embodiments, the set of such devices includes devices that
typically connect using a wired communications medium such as
personal computers, multiprocessor systems, microprocessor-based or
programmable consumer electronics, network PCs, and the like. In
some embodiments, the set of such devices also includes devices
that typically connect using a wireless communications medium such
as cell phones, smart phones, pagers, walkie talkies, radio
frequency (RF) devices, infrared (IR) devices, CBs, integrated
devices combining one or more of the preceding devices, or
virtually any mobile device, and the like. Similarly, In some
embodiments, client devices 102-104 are any device that is capable
of connecting using a wired or wireless communication medium such
as a PDA, POCKET PC, wearable computer, and any other device that
is equipped to communicate over a wired and/or wireless
communication medium.
[0238] In some embodiments, client devices 102-104 are further
configured to receive a message from the another computing device
employing another mechanism, including, but not limited to email,
Short Message Service (SMS), Multimedia Message Service (MMS),
instant messaging (IM), internet relay chat (IRC), mIRC, Jabber,
and the like.
[0239] In some embodiments, network 105 is configured to couple one
computing device to another computing device to enable them to
communicate. In some embodiments, network 105 is enabled to employ
any form of computer readable media for communicating information
from one electronic device to another. Also, In some embodiments,
network 105 includes a wireless interface, and/or a wired
interface, such as the Internet, in addition to local area networks
(LANs), wide area networks (WANs), direct connections, such as
through a universal serial bus (USB) port, other forms of
computer-readable media, or any combination thereof. In some
embodiments, on an interconnected set of LANs, including those
based on differing architectures and protocols, a router acts as a
link between LANs, enabling messages to be sent from one to
another.
[0240] Also, in some embodiments, communication links within LANs
typically include twisted wire pair or coaxial cable, while
communication links between networks may utilize analog telephone
lines, full or fractional dedicated digital lines including T1, T2,
T3, and T4, Integrated Services Digital Networks (ISDNs), Digital
Subscriber Lines (DSLs), wireless links including satellite links,
or other communications links known to those skilled in the art.
Furthermore, In some embodiments, remote computers and other
related electronic devices could be remotely connected to either
LANs or WANs via a modem and temporary telephone link. In essence,
In some embodiments, network 105 includes any communication method
by which information may travel between client devices 102-104, and
servers 106 and 107.
[0241] FIG. 19 shows another exemplary embodiment of the systems
computer and network architecture that supports a computer systems
system in accordance with some embodiments of the instant
invention. The client devices of custodians of financial
information (banks, brokerages, etc.) and/or shareholders 202a,
202b thru 202n (e.g., computers, mobile device, smart routers,
etc.) shown each comprises a computer-readable medium, such as a
random access memory (RAM) 208 coupled to a processor 210. The
processor 210 executes computer-executable program instructions
stored in memory 208. Such processors comprise a microprocessor, an
ASIC, and state machines. Such processors comprise, or are be in
communication with, media, for example computer-readable media,
which stores instructions that, when executed by the processor,
cause the processor to perform the steps described herein.
Embodiments of computer-readable media include, but are not limited
to, an electronic, optical, magnetic, or other storage or
transmission device capable of providing a processor, such as the
processor 210 of client 202a, with computer-readable instructions.
Other examples of suitable media include, but are not limited to, a
floppy disk, CD-ROM, DVD, magnetic disk, memory chip, ROM, RAM, an
ASIC, a configured processor, all optical media, all magnetic tape
or other magnetic media, or any other medium from which a computer
processor can read instructions. Also, various other forms of
computer-readable media transmit or carry instructions to a
computer, including a router, private or public network, or other
transmission device or channel, both wired and wireless. The
instructions comprise code from any computer-programming language,
including, for example, C, C++, C#, Visual Basic, Java, Python,
Perl, and JavaScript.
[0242] Client devices 202a-n also comprise a number of external or
internal devices such as a mouse, a CD-ROM, DVD, a keyboard, a
display, or other input or output devices. Examples of client
devices 202a-n are personal computers, digital assistants, personal
digital assistants, cellular phones, mobile phones, smart phones,
pagers, digital tablets, laptop computers, Internet appliances, and
other processor-based devices. In general, a client device 202a is
any type of processor-based platform that is connected to a network
206 and that interacts with one or more application programs.
Client devices 202a-n operate on any operating system capable of
supporting a browser or browser-enabled application, such as
Microsoft.TM., Windows.TM., or Linux. The client devices 202a-n
shown include, for example, personal computers executing a browser
application program such as Microsoft Corporation's Internet
Explorer.TM., Apple Computer, Inc.'s Safari.TM., Mozilla Firefox,
and Opera.
[0243] Through the client devices 202a-n,
users/investors/employees/shareholders 212a-n can communicate over
the network 206 with the inventive systems of the instant
invention, each other and with other systems and devices coupled to
the network 206. As shown in FIG. 2, server devices 204 and 213
(e.g., for the inventive systems) are also coupled to the network
206.
[0244] For purposes of the instant description, the terms "cloud,"
"Internet cloud," "cloud computing," "cloud architecture," and
similar terms correspond to at least one of the following: (1) a
large number of computers connected through a real-time
communication network (e.g., Internet); (2) providing the ability
to run a program or application on many connected computers (e.g.,
physical machines, virtual machines (VMs)) at the same time; (3)
network-based services, which appear to be provided by real server
hardware, and are in fact served up by virtual hardware (e.g.,
virtual servers), simulated by software running on one or more real
machines (e.g., allowing to be moved around and scaled up (or down)
on the fly without affecting the end user). In some embodiments,
the instant invention offers/manages the cloud
computing/architecture as, but not limiting to: infrastructure a
service (IaaS), platform as a service (PaaS), and software as a
service (SaaS). FIGS. 20 and 21 illustrate schematics of exemplary
implementations of the cloud computing/architecture.
[0245] Of note, the embodiments described herein may, of course, be
implemented using any appropriate computer system hardware and/or
computer system software. In this regard, those of ordinary skill
in the art are well versed in the type of computer hardware that
may be used (e.g., a mainframe, a mini-computer, a personal
computer ("PC"), a network (e.g., an intranet and/or the
internet)), the type of computer programming techniques that may be
used (e.g., object oriented programming), and the type of computer
programming languages that may be used (e.g., C++, Basic, AJAX,
Javascript). The aforementioned examples are, of course,
illustrative and not restrictive.
[0246] In some embodiments, the instant invention provides a the
instant invention provides a computer-implemented method that
includes at least steps of: receiving, by a specifically programed
processing computer system, an electronic Tender voting request to
conduct at least one Tender voting; where the electronic Tender
voting request identifies at least the following: i) at least one
security of at least one issuer, and ii) a Tender deadline for the
at least one Tender voting to submit Tender votes, iii) at least
one condition of the at least one Tender voting; where the at least
one Tender voting is limited to a plurality of employees who has
owned shares of the at least one issuer at a record date via at
least one of: i) at least one 401K plan, and ii) at least one
employee stock ownership plan (ESOP); where the at least one Tender
voting is selected from the group of Tender voting types consisting
of: i) a Tender offer, ii) an All-or-None Tender offer, and iii) a
Dutch Tender auction; based on the electronic Tender voting
request, identifying, by the specifically programed processing
computer system, the plurality of employees who own the shares of
the at least one issuer on the record date; generating, by the
specifically programed processing computer system, a Tender control
number for each employee of the plurality of employees; where the
Tender control number includes at least at least one Tender tag;
where the Tender control number is associated in data records with
at least: i) such employee, and ii) an amount of the shares of the
at least one issuer that such employee has owned on the record
date; transmitting, by the specifically programed processing
computer system, to each employee of the plurality of employees, a
Tender vote invitation to submit a Tender vote in the at least one
Tender voting; where the Tender vote invitation includes at least
the Tender control number encoded within the Tender vote
invitation; receiving, by the specifically programed processing
computer system, the Tender control number from a respective
employee; in response to the receiving the Tender control number,
generating, by the specifically programed processing computer
system, a plurality of programmed visual computer screens to allow
such respective employee to submit the Tender vote; where the
plurality of programmed visual computer screens are configured to
at least: i) show at least one entry choice based on a particular
Tender voting type, ii) automatically calculate at least the
following: a reminder of shares to be Tender voted based on a
number of shares identified by such respective employee in a first
entry choice; a total percentage of shares allocated by such
respective employee during the Tender voting; iii) confirm such
respective employee's Tender vote; iv) allow such respective
employee to automatically change a previous Tender vote when such
respective employee revises the previous Tender vote before the
Tender deadline; recording, in real time, by the specifically
programed processing computer system, a plurality of Tender votes
of the plurality of employees as submitted Tender votes; and
dynamically outputting, by the specifically programed processing
computer system, at least one report identifying a progress of the
at least one Tender voting.
[0247] In some embodiments, the at least one report can be based on
at least one of the following criteria: i) a security name, ii) a
job number, iii) an election date, iv) an election time, v) a
CUSIP, vi) at least one class, vii) an account number, viii) a
number of shares, ix) a percentage tendered, x) a percentage not
tendered, xi) Tendered shares, xii) the Tender control number,
and
[0248] xiii) election shares. In some embodiments, the at least one
report can be based on at least one of the following: i) historical
information regarding all instructions for every Tender control
number; and ii) cumulative information regarding a final
instruction for every Tender control number. In some embodiments,
the plurality of programmed visual computer screens are further
configured to at least: generate at least one error message when at
least one submission of such respective employee for the at least
one entry choice violates at least one pre-determine Tender rule,
Tender calculation, or both. In some embodiments, the Tender vote
invitation includes at least at least one URL encoded with the
Tender control number. In some embodiments, the receiving the
Tender control number from such respective employee further
includes at least: receiving the Tender control number in response
to an activation at least one URL encoded with the Tender control
number by such respective employee. In some embodiments, the Tender
vote invitation includes at least at least one visual presentation
code encoded with the Tender control number.
[0249] In some embodiments, the instant invention provides a
specifically programmed system that includes at least the following
components: at least one programmed computer, having a
non-transient computer tangible readable medium having stored
thereon software instructions executable by at least one processor
of the computer, where the software instructions include at least:
code to receive an electronic Tender voting request to conduct at
least one Tender voting; where the electronic Tender voting request
identifies at least the following: i) at least one security of at
least one issuer, and ii) a Tender deadline for the at least one
Tender voting to submit Tender votes, iii) at least one condition
of the at least one Tender voting; where the at least one Tender
voting is limited to a plurality of employees who has owned shares
of the at least one issuer at a record date via at least one of: i)
at least one 401K plan, and ii) at least one employee stock
ownership plan (ESOP); where the at least one Tender voting is
selected from the group of Tender voting types consisting of: i) a
Tender offer, ii) an All-or-None Tender offer, and iii) a Dutch
Tender auction; based on the electronic Tender voting request, code
to identify the plurality of employees who own the shares of the at
least one issuer on the record date; code to generate a Tender
control number for each employee of the plurality of employees;
where the Tender control number includes at least at least one
Tender tag; where the Tender control number is associated in data
records with at least: i) such employee, and ii) an amount of the
shares of the at least one issuer that such employee has owned on
the record date; code to transmit, to each employee of the
plurality of employees, a Tender vote invitation to submit a Tender
vote in the at least one Tender voting; where the Tender vote
invitation includes at least the Tender control number encoded
within the Tender vote invitation; code to receive the Tender
control number from a respective employee; in response to the
receiving the Tender control number, code to generate a plurality
of programmed visual computer screens to allow such respective
employee to submit the Tender vote; where the plurality of
programmed visual computer screens are configured to at least: i)
show at least one entry choice based on a particular Tender voting
type, ii) automatically calculate at least the following: a
reminder of shares to be Tender voted based on a number of shares
identified by such respective employee in a first entry choice; a
total percentage of shares allocated by such respective employee
during the Tender voting; iii) confirm such respective employee's
Tender vote; iv) allow such respective employee to automatically
change a previous Tender vote when such respective employee revises
the previous Tender vote before the Tender deadline; code to
record, in real time, a plurality of Tender votes of the plurality
of employees as submitted Tender votes; and code to dynamically
output at least one report identifying a progress of the at least
one Tender voting.
[0250] While a number of embodiments of the present invention have
been described, it is understood that these embodiments are
illustrative only, and not restrictive, and that many modifications
may become apparent to those of ordinary skill in the art. Further
still, the various steps may be carried out in any desired order
(and any desired steps may be added and/or any desired steps may be
eliminated).
* * * * *