| Reliance on Third-Party Advice or Information |
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| The duty of care requires directors to act in good faith and in a manner that they reasonably believe is in the best interest of the corporation. Directors must exercise informed business judgment and be attentive to the corporation's affairs. In order to do so, directors are required to keep themselves informed of all material information that is reasonably available to them before making a business decision. Directors also must use care when performing their duties. More... |
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| Securities Law |
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| (An Outline of Federal Securities Laws) More... |
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| Failing Company Defense |
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| A merger or acquisition that has the potential to lessen competition significantly may violate Section 7 of the Clayton Act, 15 U.S.C.S. § 18. However, a "failing company" defense has emerged from case law and legislative history of an amendment to Section 7 that allows an acquisition or merger to proceed if the company being acquired is subject to imminent bankruptcy or liquidation, and the acquiring company is the only prospective purchaser of the failing company.
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| Responsibilities of Corporate Directors and Officers |
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| Boards of directors and officers of corporations have distinct functions. Generally, directors set corporate policy while officers carry out that policy. More... |
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| Securities Act of 1933 |
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| The Securities Act of 1933, enacted in response to the stock market crash of 1929, has been referred to as the "truth in securities" law. The Securities Act generally requires that companies selling their stock to the public must provide investors with full disclosure of material facts. More... |
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