Is there a maximum investment in Taubman Centers?
Taubman Centers’ ownership limitations and other provisions of its articles of incorporation and bylaws generally prohibit the acquisition of more than 8.23% of the value of our capital stock and may otherwise hinder any attempt to acquire us. Under the company’s Restated Articles of Incorporation, in general, no shareowner may own more than 8.23% (the “General Ownership Limit”) in value of its “Capital Stock” (which term refers to the common stock, preferred stock and Excess Stock, as defined below). Taubman’s Board of Directors has the authority to allow a “look through entity” to own up to 9.9% in value of the Capital Stock (“Look Through Entity Limit”), provided that after application of certain constructive ownership rules under the Internal Revenue Code and rules regarding beneficial ownership under the Michigan Business Corporation Act, no individual would constructively or beneficially own more than the General Ownership Limit. A look through entity is an entity (other than a q
