| Securities Law> Additional Offerings, Disclosure & the Securities Exchange Act of 1934> Issuer Reports & Recordkeeping |
| (Fair Disclosure Requirements for Public Companies)More... |
| Interlocking Directorates |
| Section 8 of the Clayton Act, 15 U.S.C.S. § 19, prohibits corporations from having the same directors or officers in some instances. Thus, under Section 8, a person may not serve as an officer or director of two non-bank corporations if one of the companies has more than $10 million (adjusted for annual GDP changes) in capital, surplus, and undivided profits and the companies compete so that an agreement between them would eliminate that competition and result in a violation of an antitrust law. An example of a violation of an antitrust law which Section 8 of the Clayton Act is designed to prevent is an agreement between two or more competitors on the prices they charge, which would be a per se illegal agreement under Section 1 of the Sherman Act, 15 U.S.C.S. § 1.More... |
| "Mini" Tender Offers |
| Tender offers for less than five percent of the stock of a company have been labeled mini-tender offers. Such offers are subject to some regulation but are not subject to the full range of rules enacted to protect investors who own stock in a company for which a full tender offer is made. Thus, while a mini-tender offer may include a premium over market price for a selling shareholder, the lack of all of the protections provided for recipients of a full tender offer suggests a more cautious view of the merits of the mini-tender offer.More... |
| Investment Clubs |
| 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... |
| Guide to Remedies for Anticompetitive Mergers |
| The U.S. Department of Justice in October 2004 issued the "Antitrust Division Policy Guide to Merger Remedies" to provide insight for businesses into the policies that Antitrust Division attorneys and economists will follow in determining what remedies will be sought for mergers or acquisitions considered anticompetitive by the Department of Justice.More... |
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