| Sarbanes-Oxley Act |
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| Most states recognize that corporate directors and upper-level officers owe the corporation the duties of care, loyalty, and obedience. The duty to act in good faith has emerged in some jurisdictions as an equally important fiduciary duty imposed upon directors and officers. Historically, directors and officers were frequently exonerated of personal liability for business decisions because of courts' long-standing deference to the business decision under the business judgment rule or because the transaction was deemed fair to the corporation and its shareholders overall. In the wake of recent corporate scandals, however, officers and directors are under ever-increasing scrutiny by shareholders, the courts, state governments, and the federal government. Many corporate commentators bemoan the fact that conduct once protected under the business judgment rule may not be viewed with such deference in the future. More... |
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| DIRECTOR'S DUTY OF LOYALTY |
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| AN OVERVIEW 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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| Business Review Letters -- Antitrust Clearance from the Department of Justice |
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| Before engaging in a business practice, individuals and companies may seek the view of the U.S. Department of Justice on the legality of the business practice under federal antitrust law. The procedure, known as a Business Review, allows persons to ask the Department of Justice for a statement of its current enforcement intentions. Although the Department of Justice is not authorized to provide advisory opinions to private parties, its business review procedure does allow such parties to seek a statement of present enforcement intentions. More... |
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| Trademark Law |
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| (Federal False Advertising and False Designation of Origin Claims) More... |
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