lawyers.com - Untitled 13

Failing Company Defense

A merger or acquisition that has the potential to lessen competition significantly may violate Section 7 of the Clayton Act, 15 U.S.C.S. § 18. However, a "failing company" defense has emerged from case law and legislative...

Degree of Culpability

Typically, directors who conduct the corporation's business must exercise the care that an ordinarily prudent person would exercise in the management of his or her own affairs under similar circumstances. This...

WASTE OF CORPORATE ASSETS

WASTE OF CORPORATE ASSETS

Under Delaware corporation law and the corporation statutes in most states, directors owe the corporation the duties of care, loyalty, and good faith (and/or obedience). A...

Business Judgment Rule

The business judgment rule protects a director from personal liability if he or she has performed diligently and carefully in legitimate furtherance of corporate objectives and purposes and has not acted fraudulently, illegally, or otherwise in...

Criminal Liability of Corporate Officers

Under Section 807 of The Sarbanes-Oxley Act of 2002 (Act), any person who knowingly commits securities fraud is subject to a hefty fine, a prison term of up to 25 years, or both. Section 807 does not criminalize...