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Federal Regulation of Corporate Takeover Bids or Tender Offers

Traditionally, proxies of shareholders of corporate takeover targets were sought for votes in favor of the takeover. Rules issued by the Securities and Exchange Commission to regulate the content of proxies so that shareholders were able to make an informed decision provided some protection for shareholders.

Registration Requirements for Securities Brokers and Dealers

Most brokers and dealers are required under Section 15 of the Securities Exchange Act of 1934 to register with the Securities and Exchange Commission and with a self-regulatory organization such as a national stock exchange before engaging in the securities business.

Business & Corporate Entities> Corporations> Shareholders & Other Constituents> Shareholder Duties & Liabilities

(Controlling Shareholder Duties)

Public Reporting Requirements for Major Company Events

Major events for public companies must be made public through the filing of Form 8-K with the Securities and Exchange Commission. Form 8-K must be filed within four days after the events outlined in Sections 1 through 5 and 9 below.

Disclosure of a Corporate Opportunity

Generally, a corporate director breaches the duty of loyalty if she seizes a business opportunity for herself that the corporation was financially capable of undertaking or in which the corporation had a reasonable interest or expectancy. Additionally, the director's loyalty is called into question if she takes personal advantage of a business opportunity that was in line with the corporation's business.