| 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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| Securities Transfer Agents |
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| Transfer agents track the owners of securities. They also perform several other services for companies with registered and publicly traded securities in the course of tracking the owners of the securities. Transfer agents usually are banks or trust companies, although a company with publicly traded securities may perform transfer agent functions for its own securities. More... |
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| Qualification Examinations for Persons in the Securities Industry |
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| Persons who wish to enter the securities industry to sell or trade securities must pass an initial examination in order to be eligible to register with a self-regulatory organization such as the New York or American Stock Exchanges or Nasdaq.More... |
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| Types of Organizations for Doing Business |
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| Various types of organization are available for doing business. In addition to authorizing corporations as a way of doing business, most states also provide for the formation of limited liability companies, general and limited partnerships, and sole proprietorships. Differences in the potential liability and taxation of the owners of the business are the most distinguishing features among the types of business. 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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