| Short-Swing Profits |
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| Section 16(b) of the Securities Exchange Act of 1934, 15 U.S.C.S. § 78p(b), limits the ability of corporate insiders and principal stockholders to profit from their access to nonpublic information about their company. Under Section 16(b), profits from two trades of a company's publicly traded securities within six months by a director, officer, or beneficial owner of more than ten percent of a security of the company are owed to and may be recovered by the company. If the company does not retrieve those profits, shareholders may file a derivative action to obtain a court order to have the profits given over to the company. More... |
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| Overview of Corporate Opportunity |
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| Corporate directors are fiduciaries and must exercise the utmost good faith when managing the corporation's affairs. Under the corporate opportunity doctrine, corporate directors cannot divert business to themselves and reap personal gains or profits if the business legitimately belongs to the corporation. As fiduciaries, directors cannot appropriate opportunities that were developed through use of corporate assets. More... |
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| Tortious Interference with a Contract or with Prospective Contractual Relations |
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| Parties to a contract are entitled to performance of the contract without interference from others. Interference with a contract can lead to claims of tortious interference with performance of the contract or tortious interference with prospective contractual relations. More... |
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| Initial Public Offerings & the Securities Act of 1933 |
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| An Introduction to the Securities Act of 1933More... |
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| Pre-Incorporation Contracts of Promoters |
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| 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... |
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