| Protection for Toxic Substances Control Act Whistleblowers |
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| Protection for Toxic Substances Control Act Whistleblowers
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| Limited Liability Company Basics |
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| The limited liability company form of doing business combines some of the best features of the corporate and partnership forms of doing business. Generally, members of a limited liability company enjoy protection against individual liability enjoyed by shareholders of a corporation. At the same time, members of a limited liability company are taxed only once on income to the business when that income is passed through to the members. More... |
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| Premerger Notification Under Section 7A of the Clayton Act |
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| Section 7A of the Clayton Act, 15 U.S.C.S. § 18a, requires advance notice to federal antitrust enforcement agencies of mergers and acquisitions over a certain size. Pre-merger notification rules must be complied with and notice must be given to the Federal Trade Commission or the Department of Justice before the merger or acquisition may become effective. Those agencies have the option upon receiving proper notification to impose an additional waiting period upon the parties to the transaction in order for the agencies to evaluate any potential effect on competition or tendency toward a monopoly that would suggest an enforcement action to have the merger or acquisition enjoined.More... |
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| Initial Public Offerings and Lockup Agreements |
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| A lockup agreement is a contract between an underwriter and a company going public in which the insiders of the company, including directors, officers, employees, and friends and family agree that they will not sell shares of the company they own until a set period of time after the company's shares are sold to the public. The objective of the lockup agreement is to provide a stable market for the securities for a reasonable time after the initial public offering.More... |
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| Ultra Vires Acts |
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| In most states, the duty of obedience is recognized as one of the three fiduciary duties a director owes to the corporation. One component of the duty of obedience is that a director is prohibited from committing an ultra vires act. Ultra vires, translated from the Latin, means "beyond powers." An ultra vires act is beyond the scope of the powers bestowed on the corporation (and the director) by the corporate charter or bylaws. Thus, a director commits an ultra vires act when he acts without or beyond the authority vested in him by the corporation. More... |
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