| Director and Officer Liability under ERISA |
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| Under ERISA, ''employers'' must make all necessary contributions to multi-employer pension plans pursuant to the plans' terms or the terms of a collective bargaining agreement. Every employee benefit plan must have a funding procedure and fully explain how and under what circumstances payments are to be made to the plan. If these responsibilities are not carried out or carried out in an untimely manner, a civil enforcement action can be brought against the plan or the employer. An "employer" is defined as "any person acting directly as an employer, or indirectly in the interest of an employer, in relation to an employee benefit plan.
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| Reliance on Committee Reports |
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| Corporation codes in all states allow the corporate board of directors to appoint committees comprised of directors and to delegate board powers to the committees. Appointment powers are usually addressed in the corporation's articles of incorporation or bylaws, which specify the formalities for appointing a committee. Each state's corporation code must be consulted to determine if certain powers are nondelegable.More... |
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| The Quiet Period Pending Securities Registration Statement Effectiveness |
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| There is a "quiet period" between the time that a company files a registration statement with the Securities and Exchange Commission for a new public securities offering and the time that the Commission declares the registration statement effective. During the quiet period, referred to as the "waiting period" also, the company and related parties are prohibited by federal securities laws from releasing information to the public that could be construed as promoting sale of the securities covered by the as yet unapproved registration statement.More... |
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| Investment Advisor Codes of Ethics |
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| Rule 204A-1 of the Securities and Exchange Commission, adopted pursuant to the Investment Advisers Act of 1940, requires implementation of codes of ethics by investment advisers. Each adviser's code of ethics must include a standard of conduct and must require compliance with federal securities laws. The codes also must require that investment adviser employees must report their personal stock transactions, and copies of the codes must be made available to clients of the investment advisor.More... |
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| Securities Transfer Agents |
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| 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... |
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