Business Law
| Premerger Notification Under Section 7A of the Clayton Act |
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| Section 7A of the Clayton Act, 15 U.S.C.S. § 18a, requires advance notice to federal antitrust enforcement agencies of mergers and acquisitions over a certain size. Pre-merger notification rules must be complied with and notice must be given to the Federal Trade Commission or the Department of Justice before the merger or acquisition may become effective. Those agencies have the option upon receiving proper notification to impose an additional waiting period upon the parties to the transaction in order for the agencies to evaluate any potential effect on competition or tendency toward a monopoly that would suggest an enforcement action to have the merger or acquisition enjoined. More... |
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| Bonds |
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| Bonds are debt securities issued by governments, corporations, and other entities. In return for the loan of money to the issuer represented by the bond, the issuer promises to pay a set rate of interest over the life of the bond and then pay back the principal or face value of the bond to the investor when the bond matures or becomes due. More... |
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| An Introduction to Corporations |
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| Various structures are available for a business. A business may be set up, owned, and run as a sole proprietorship, a partnership (limited or general), or a corporation (regular, Subchapter S, or limited liability). More... |
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| Duty of Loyalty: Confidentiality |
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| The duty of loyalty prohibits a director from using her corporate position to obtain a personal profit or to gain a personal advantage. A director is privy to information that may not be known to others outside the corporate sphere. As part of the duty of loyalty, a director cannot take advantage of corporate information for her own personal interests.
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| Sarbanes-Oxley Act |
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| Most states recognize that corporate directors and upper-level officers owe the corporation the duties of care, loyalty, and obedience. The duty to act in good faith has emerged in some jurisdictions as an equally important fiduciary duty imposed upon directors and officers. Historically, directors and officers were frequently exonerated of personal liability for business decisions because of courts' long-standing deference to the business decision under the business judgment rule or because the transaction was deemed fair to the corporation and its shareholders overall. In the wake of recent corporate scandals, however, officers and directors are under ever-increasing scrutiny by shareholders, the courts, state governments, and the federal government. Many corporate commentators bemoan the fact that conduct once protected under the business judgment rule may not be viewed with such deference in the future. More... |
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