| Directors' Duty of Care |
| 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... |
| Securities Act of 1933 |
| The Securities Act of 1933, enacted in response to the stock market crash of 1929, has been referred to as the "truth in securities" law. The Securities Act generally requires that companies selling their stock to the public must provide investors with full disclosure of material facts. More... |
| Directors' Ignorance of Corporate Affairs |
| To carry out fully their duties and responsibilities to shareholders and the corporation, directors must be reasonably familiar with the workings of the corporation and have a general knowledge of how the corporation conducts its business. Directors are not expected to have superior knowledge about all business and financial aspects of the corporation, but they are assumed to have competent knowledge of the duties they have taken on when named to the board. More... |
| The Duty of Directors and Officers Regarding Corporate Opportunities |
| The corporate opportunity doctrine provides that corporate directors and officers have an obligation not to take personal advantage of opportunities that may be to the advantage of their corporation. The doctrine follows from the duty of loyalty of directors and officers to the corporation.More... |
| The Rule 504 Exemption From Registration Requirements For Small Securities Offerings |
| Prior to offering and selling its stock to the public, a company normally must prepare and file with the Securities and Exchange Commission a detailed registration statement containing a prospectus with audited financial statements for distribution to potential purchasers and other information for review by Commission staff. However, there are exemptions from such registration requirements for certain categories of offerings that are small in value or sold to restricted categories of purchasers. More... |
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