| Business & Corporate Entities> Corporations> Shareholders & Other Constituents> Shareholder Duties & Liabilities |
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| (Controlling Shareholder Duties)More... |
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| Directors' Liability - Torts and Wrongful Acts |
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| TORTS AND WRONGFUL ACTSMore... |
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| Degree of Culpability |
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| Typically, directors who conduct the corporation's business must exercise the care that an ordinary prudent person would exercise in the management of his or her own affairs under similar circumstances. This "ordinary" standard of care has been adopted by a majority of states and enacted in their corporation statutes. However, courts consistently interpret the culpability standard for the duty of care as one of gross negligence.More... |
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| The Rule 504 Exemption From Registration Requirements For Small Securities Offerings |
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| 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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| Disclosure of Material Facts |
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| The duty of disclosure is a component of the duty of loyalty, but it also implicates the director's obligation to act with due care and in good faith. As part of the duty of care, a director should reveal all relevant material information that he possesses about a transaction to all who are in the position of making a decision about that transaction. The director has a duty to make an informed decision because it will ultimately affect the corporate interest and welfare. More... |
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