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Business Law

Business & Corporate Entities> Corporations> Shareholders & Other Constituents> Shareholder Duties & Liabilities

(Controlling Shareholder Duties) More...

Securities Law> Exemptions From Registration> Exempted Transactions

(The Private Offering Exemption From SEC Registration Requirements) More...

Criminal Liability of Officers and Directors for Corporate Antitrust Violations

Criminal Liability of Officers and Directors for Corporate Antitrust Violations More...

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...

Pre-Incorporation Contracts of Promoters

Persons who enter into contracts on behalf of a corporation yet to be formed are considered "promoters." Such pre-incorporation contracts raise issues regarding the rights and liabilities of the promoter and the new corporation. More...

Areas of Practice

Commercial Transactions
Business & Corporate Law
Real Estate Law
Banking Law
Civil & Commercial Litigation

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