| Public Comment and Judicial Review Regarding Government Antitrust Settlements |
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| Under Section 5(a) of the Clayton Act, 15 U.S.C.S. § 16(a), a final judgment in a successful federal government antitrust enforcement action is prima facie evidence in a subsequent private action for treble damages of the defendant's antitrust violation. However, a consent decree agreed to by a defendant in a federal government action before any testimony is taken is not considered prima facie evidence in a subsequent private action.More... |
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| Disclosure of Material Facts |
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| The duty of disclosure is a component of the duty of loyalty, but it also implicates the director's obligation to act with due care and in good faith. As part of the duty of care, a director should reveal all relevant material information that he possesses about a transaction to all who are in the position of making a decision about that transaction. The director has a duty to make an informed decision because it will ultimately affect the corporate interest and welfare. More... |
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| Directors' Duty of Care |
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| The duty of care requires a director to make business decisions in the best interests of the corporation in good faith, with due diligence, and with the skill and judgment of an ordinary person under the circumstances. Claims for breach of the duty of care that involve a failure to act typically allege that directors did not adequately supervise corporate executives or key employees.More... |
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| Consumer Law |
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| (Proper Disposal of Consumer Information)More... |
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| Unlawful Distributions |
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| The Revised Model Business Corporation Act defines a "distribution" as a direct or indirect transfer of money or other property (excluding the corporation's own stock) or the taking on of debt by the corporation for the shareholders' benefit with respect to stock shares. A distribution can be an acquisition of stock shares such as in a redemption, a declaration or payment of a stock dividend, a transfer of promissory notes, or a transfer during a liquidation. State statutes that address the subject are not uniform, and many states did not adopt the definition of "distribution" found in the Revised Model Business Corporation Act. Additionally, a company's articles of incorporation may dictate what constitutes a "distribution."
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