Newsletters

Corporate Loans to Directors and Officers

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.

Guide to Remedies for Anticompetitive Mergers

The U.S. Department of Justice in October 2004 issued the "Antitrust Division Policy Guide to Merger Remedies" to provide insight for businesses into the policies that Antitrust Division attorneys and economists will follow in determining what remedies will be sought for mergers or acquisitions considered anticompetitive by the Department of Justice.

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.

Discrimination Complaints under the Clean Air Act

Protection for whistleblowers under the Clean Air Act

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.