| 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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| Reporting Requirements for Public Company Insiders |
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| Officers, directors, and beneficial owners of more than 10 percent of the shares of a public company must report their ownership of shares of the company to the Securities and Exchange Commission. Company officers and directors are considered corporate insiders. Beneficial holders of more than 10% of a class of a company's equity securities registered under Section 12 of the Securities Exchange Act also are considered corporate insiders. Such insiders are required to report their holdings to the Commission when they first acquire company stock and when changes in their ownership occur. More... |
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| Corporation Governance: Meetings and Voting |
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| Control of a corporation is exercised through its board of directors. Shareholders in turn elect the directors. In addition to straight voting of one vote per share, there are several methods provided by statute or corporate charter for calculating shareholder votes, including cumulative, class, weighted, and supermajority voting. More... |
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| Regulation of "Penny Stock" Sales |
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| Rules issued by the Securities and Exchange Commission under the Securities Exchange Act of 1934 define and regulate "penny stocks." Penny stocks are defined in Rule 3a51-1 as unregistered stocks priced at less than five dollars issued by a company with net tangible assets of less than $2 million after being in operation for three years or less than $5 million after being in operation less than three years. More... |
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| Restrictions on Short Sales of Securities |
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| A short sale of a security is a sale of the security by an investor before the investor actually owns the security being sold. The investor profits if the value of the security declines between the time of the sale and the time of delivery of the security. Short sales may also allow an investor to lock in changes in value shares already held or to hedge against significant changes in value in securities. More... |
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