| Duty of Loyalty |
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| RATIFICATION OF SELF-INTERESTED DIRECTOR TRANSACTIONS More... |
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| Medallion Signature Guarantees |
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| Transfer agents and issuers of securities, pursuant to the Uniform Commercial Code, may require a guarantee of the validity of the signature of the person transferring the securities in order to prevent a fraudulent transfer. The Securities and Exchange Commission has designated institutions that may issue such guarantees, and the Securities Transfer Association has developed the Medallion Signature program for those institutions to follow in guaranteeing signatures. 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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| Premerger Second Requests for Information |
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| Parties to mergers or acquisitions involving sales or assets of $100 million or meeting other threshold levels must report their planned merger or acquisition to the Department of Justice or the Federal Trade Commission and wait for 30 days (15 days in the case of a cash tender offer or a bankruptcy sale) following the report before completing the transaction. That waiting period allows the Department or the Commission time to review the transaction for its potential effect on competition before deciding what enforcement action, if any, will be taken. More... |
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| Corporation Goverernce: Meetings and Voting |
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| Control of a corporation is exercised through its board of directors. Shareholders in turn elect the directors. In addition to straight voting of one vote per share, there are several methods provided by statute or corporate charter for calculating shareholder votes, including cumulative, class, weighted, and supermajority voting. More... |
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