| Federal Antitrust Actions by States |
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| States are "persons" within the meaning of the Clayton Act and are entitled to bring actions on their own behalf for damages resulting to State property from violation of provisions of federal antitrust laws. For example, a state may bring a federal antitrust action for treble damages against companies that agreed on what bids would be made on a state construction project. More... |
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| Failing Company Defense |
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| A merger or acquisition that has the potential to lessen competition significantly may violate Section 7 of the Clayton Act, 15 U.S.C.S. § 18. However, a "failing company" defense has emerged from case law and legislative history of an amendment to Section 7 that allows an acquisition or merger to proceed if the company being acquired is subject to imminent bankruptcy or liquidation, and the acquiring company is the only prospective purchaser of the failing company.
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| Directors' Duty of Care |
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| The duty of care requires a director to make business decisions in the best interests of the corporation in good faith, with due diligence, and with the skill and judgment of an ordinary person under the circumstances. Claims for breach of the duty of care that involve a failure to act typically allege that directors did not adequately supervise corporate executives or key employees. More... |
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| Investment Clubs |
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| Groups of individuals may form a partnership or other organization in which they pool investment resources and ideas. The extent to which a membership in the club might be considered a security and the extent to which members of the club participate in decisions of the club will affect application of federal securities laws to activities of the club and its members. More... |
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| The Regulation A Registration Exemption for Small Securities Offerings |
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| Under section 3(b) of the Securities Act of 1933, the Securities and Exchange Commission has established Regulation A to exempt small offerings of securities from registration requirements. While the exemption does not relieve a company from its obligation not to use false or misleading statements or from state law requirements, Regulation A allows companies to issue and sell securities with less burden and expense than normally required. More... |
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