| Minority Shareholder Remedies |
|
| Shareholders who control corporations either through majority ownership or ownership of sufficient shares in a particular corporate structure to exercise control have a duty of fairness to minority shareholders. In addition to such fairness required by courts, corporation statutes of most states provide for additional remedies for minority shareholders. Those remedies include appraisal rights, dissolution, and judicial intervention. More... |
|
|
| SEC Rules for Broker Dealer Exchange Specialists |
|
| Securities and Exchange Commission rules regulate information that must be provided to the public by broker dealers who serve as New York, American, or other national exchange specialists or as Nasdaq market makers. Such broker dealers in effect trade for their own accounts as well as for customers. They thus are required to follow Commission Rules 11Ac1-1 and 11Ac1-4 under the Securities Exchange Act of 1934, 17 CFR 240.11Ac1-1 and 17 CFR 240.11Ac1-4, designed to increase the amount of public information regarding quotes and order handling. More... |
|
|
| Anti-Competitive Discrimination By Sellers Under the Clayton Act |
|
| The federal Clayton Act contains prohibitions against various specific anti-competitive practices and is designed to supplement the broad prohibitions of the Sherman Act against anti-competitive agreements and monopolization. Section 2 of the Clayton Act, 15 U.S.C.S. § 13, as amended by the Robinson-Patman Act, specifically prohibits discrimination in the price of commodities or in commissions, allowances, services, or facilities if such discrimination is anti-competitive. More... |
|
|
| Duty of Care |
|
| A corporate director has the duty to act in good faith in pursuit of the company's best interests and to use the care that an ordinary prudent person in a like position would use under similar circumstances. The Model Business Corporation Act implies that corporate officers have an even higher duty of care because they are intimately familiar with and knowledgeable about the corporation's activities and have better access to corporate information than directors have. Most jurisdictions recognize that high-ranking corporate officers have a fiduciary relationship with the corporation.
More... |
|
|
| Duty of Obedience |
|
| Most jurisdictions recognize that directors have three basic fiduciary duties: the duty of care, the duty of loyalty, and the duty of obedience. The duty of obedience requires a director to act in furtherance of the business organization's goals and mission as stated in the articles of incorporation and bylaws. More... |
|
|