| Employees' Duty of Loyalty |
| Generally, an employee owes the duty of undivided loyalty to his or her employer. Courts take varying approaches to the issue of an employee's duty of loyalty. Some jurisdictions do not acknowledge a separate cause of action for an employee's breach of loyalty unless there is a fiduciary relationship between the employer and the employee. The claim is usually pleaded as a breach of a fiduciary duty. Some jurisdictions recognize a separate claim for an employee's breach of the duty of loyalty but also acknowledge its relationship to a fiduciary breach. A common thread in all jurisdictions is that employees who occupy a position of trust and confidence owe their employers a higher duty of loyalty than lower-level employees. The scope of the duty of loyalty depends on the particular fact circumstances and the nature of the employment relationship. More... |
| Benefits of a Nonprofit Corporation |
| A "nonprofit" corporation may seem like a misnomer if activities of the corporation generate a profit. However, if the objective of the nonprofit corporation is not to make a profit but to achieve charitable, educational, religious, literary, or scientific goals, then those profits normally would not be subject to federal taxation. This feature of a nonprofit corporation has led to use of the term "501(c)(3) corporation" in recognition of the section of the Internal Revenue Code that provides for the exemption from taxation.More... |
| Remedies for Dissenting Shareholders and the Deadlocked Corporation |
| Dissenting shareholders in a publicly-traded corporation may sell or otherwise dispose of their shares and seek as damages any lessening of value of the shares prior to the sale resulting from the matter causing the dissension. However, shareholders in a closely held corporation may not have a reasonable way to dispose of their shares and avoid dissension. Deadlocks among shareholders or directors of closely held corporations thus may result more often in litigation than such conflicts within publicly held corporations.More... |
| Federal Regulation of Corporate Takeover Bids or Tender Offers |
| Traditionally, proxies of shareholders of corporate takeover targets were sought for votes in favor of the takeover. Rules issued by the Securities and Exchange Commission to regulate the content of proxies so that shareholders were able to make an informed decision provided some protection for shareholders. More... |
| Employment Law |
| Protection for Solid Waste Disposal Act Whistleblowers More... |
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Berger & Harwell, PA Attorneys at Law Building Futures One transaction at a Time |
5950 Fairview Road, Suite 808 Charlotte, North Carolina 28210 Telephone: 704-553-7614 Facsimile: 704-553-7965 |
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