| Methods for Protecting Shareholders |
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| Owners of shares of a corporation have the right to vote for directors and to share proportionally in any distribution of corporate profits or, in the case of dissolution, in the distribution of corporate assets. There are several ways to protect these interests of shareholders. Such protection is especially important to shareholders of closely held corporations who may not be able to or do not wish to find a market for their shares. More... |
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| Securities Law |
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| (An Outline of Federal Securities Laws) More... |
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| CORPORATE DIRECTORS - AN OVERVIEW OF FIDUCIARY RESPONSIBILITIES |
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| AN OVERVIEW OF FIDUCIARY RESPONSIBILITIES More... |
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| Corporate Loans to Directors and Officers |
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| At common law, a corporation's surplus funds could lawfully be loaned to directors and officers of the corporation unless the loan was fundamentally unfair to the shareholders, concealed from the shareholders, or fraudulent. The circumstances under which a corporation may permissibly make loans to directors and officers are now largely governed by statute. The permissibility of such loans varies from state to state. Most jurisdictions have adopted some version of the Revised Model Business Corporation Act (Act). Under the Act, a corporation generally cannot make a personal loan to an officer or a director unless the loan has been approved (or subsequently ratified) by a majority of the shareholders. If an approved loan is challenged, judicial review is often focused on whether the loan was fair overall to the corporation and its shareholders. More... |
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| Types of Mergers Analyzed Under Section 7 of the Clayton Act |
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| Mergers which are likely to substantially lessen competition or tend to create a monopoly in any line of commerce are illegal under Section Seven of the Clayton Act, 15 U.S.C.S. § 18. The type of merger -- horizontal, vertical, or conglomerate -- will affect consideration of the potential illegality of the merger. More... |
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