Business Law Newsletter

Securities Act of 1933

The Securities Act of 1933, enacted in response to the stock market crash of 1929, has been referred to as the "truth in securities" law. The Securities Act generally requires that companies selling their stock to the public must provide investors with full disclosure of material facts. More...

Types of Mergers Analyzed Under Section 7 of the Clayton Act

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...

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...

The Duty of Directors and Officers Regarding Corporate Opportunities

The corporate opportunity doctrine provides that corporate directors and officers have an obligation not to take personal advantage of opportunities that may be to the advantage of their corporation. The doctrine follows from the duty of loyalty of directors and officers to the corporation. More...

Fairness Standard and Business Judgment Rule

FAIRNESS STANDARD FOR DIRECTORS More...