| Securities Law> Additional Offerings, Disclosure & the Securities Exchange Act of 1934> Proxies |
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| (Shareholder Proxy Solicitation Rules) More... |
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| Monopolization Under the Sherman Act |
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| Section 2 of the Sherman Act, 15 U.S.C.S. § 2, prohibits monopolies and attempts or conspiracies to monopolize. The statute provides for prison terms and fines in actions brought by the U.S. Department Justice and for injunctions and damages in civil actions brought by the Department of Justice, states, and private parties. More... |
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| Business Judgment Rule |
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| The business judgment rule protects a director(s) from personal liability if he or she has performed diligently and carefully in legitimate furtherance of corporate objectives and purposes and has not acted fraudulently, illegally, or otherwise in bad faith. The business judgment rule may be codified, but it is largely a matter of judicial interpretation and application. The business judgment rule is frequently invoked in shareholder damage suits against a director or board of directors. Courts generally acknowledge that the business judgment rule either does or may apply to corporate officers. More... |
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| Independent Director Requirements for Nasdaq Listed Companies |
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| The Nasdaq Stock Exchange, Inc., has adopted Rule 4350(c)(1), which requires that every company listed on Nasdaq must have independent directors as the majority of the company's board of directors. Each listed company must publicly disclose which of its directors are considered independent by identifying the independent directors in the company's annual meeting proxy statement or in the company's annual report on Securities and Exchange Commission Form 10-K. More... |
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| SEC Rules for Broker Dealer Exchange Specialists |
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| Securities and Exchange Commission rules regulate information that must be provided to the public by broker dealers who serve as New York, American, or other national exchange specialists or as Nasdaq market makers. Such broker dealers in effect trade for their own accounts as well as for customers. They thus are required to follow Commission Rules 11Ac1-1 and 11Ac1-4 under the Securities Exchange Act of 1934, 17 CFR 240.11Ac1-1 and 17 CFR 240.11Ac1-4, designed to increase the amount of public information regarding quotes and order handling. More... |
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