| Antitrust Liability Limitations for Standards Development Organizations |
| Under the Standards Development Organization Advancement Act of 2004, a standards development organization (SDO) that registers with the Department of Justice and the Federal Trade Commission will not be subject to treble damage liability in private antitrust actions. Also, the rule of reason rather than a per se illegal analysis will be used in evaluating the anti-competitive effect of any alleged antitrust violations by a registered SDO. More... |
| Corporate Criminal Liability |
| Corporations were not initially held criminally responsible for corporate activities. A corporation was considered to be a legally fictitious entity, incapable of forming the mens rea necessary to commit a criminal act. The Supreme Court ultimately rejected this notion in 1909 in New York Central & Hudson River Railroad v. U.S. A railroad company employee paid rebates to shippers in violation of federal law. The court upheld the corporation's criminal conviction, finding no reason that corporations could not be held "responsible for and charged with the knowledge and purposes of their agents, acting within the authority conferred upon them." The Supreme Court concluded that criminal liability could be imputed to the corporation based on the benefit it received as a result of the criminal acts of its agents. The case and its progeny have essentially imported the doctrine of respondeat superior from tort law into the corporate criminal realm. A corporation may be convicted for its agent's unlawful acts when the agent acted within the scope of his or her actual or apparent authority. Another theory of corporate criminal liability is the "collective knowledge doctrine." As knowledge of criminal activity is often the scienter element of a particular crime, the requisite knowledge can be imputed to the corporation based on the collective knowledge of the directors and officers. More... |
| Fairness Standard and Business Judgment Rule |
| FAIRNESS STANDARD FOR DIRECTORSMore... |
| Securities Transfer Agents |
| Transfer agents track the owners of securities. They also perform several other services for companies with registered and publicly traded securities in the course of tracking the owners of the securities. Transfer agents usually are banks or trust companies, although a company with publicly traded securities may perform transfer agent functions for its own securities. More... |
| Tracking or Targeted Stocks |
| In addition to common stock, companies may issue what is known as tracking or targeted stock. For example, a large automaker that acquired a company in the computer industry issued a tracking stock that tracked the performance of the acquired company once it began operating as a division of the automaker. More... |
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