| Reliance on Committee Reports |
| Corporation codes in all states allow the corporate board of directors to appoint committees comprised of directors and to delegate board powers to the committees. Appointment powers are usually addressed in the corporation's articles of incorporation or bylaws, which specify the formalities for appointing a committee. Each state's corporation code must be consulted to determine if certain powers are nondelegable.More... |
| The U.S. Foreign Corrupt Practices Act |
| Corrupt payments to foreign officials to obtain or keep business are prohibited by the U.S. Foreign Corrupt Practices Act. There are five elements of a violation of the provisions of the Act prohibiting bribery of foreign government officials.More... |
| Significance of Par Value of a Stock |
| Common stock and other securities may be issued with or without a stated face value or "par" value. Issuing stock with or without par or face value may have several consequences.More... |
| The Federal Antitrust Law Exemption for State Action |
| Federal antitrust laws are considered inapplicable to economic regulation by the States. In Parker v. Brown, 317 U.S. 341 (1943), the Supreme Court reasoned that in the "dual system of government" of the United States, any subtraction by Congress from the sovereign powers of the states must be explicitly stated. Nothing in the Sherman Act (the first federal antitrust law) or in the legislative history of the Sherman Act indicated a Congressional intent to subject state regulatory activities to the Sherman Act.More... |
| Duty of Loyalty |
| The duty of loyalty requires a director to have undivided allegiance to corporate interests and to place the best interests of the corporation and its collective shareholders above any personal or self-interest that the director may possess. A conflict of interest arises when the director attempts to individually participate in a transaction in which the corporation could have participated. Courts have adopted different tests for determining when a corporate opportunity exists. More... |
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