Business Organization - Page 27
This is FindLaw's collection of Business Organization articles, part of the Corporate Governance section of the Corporate Counsel Center. Law articles in this archive are predominantly written by lawyers for a professional audience seeking business solutions to legal issues. Start your free research with FindLaw.
Corporate Governance
Business Organization Articles
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Here are some answers to common questions concerning corporations: Q. Should I consider incorporating my busines. -
Whereas Chemed Corp. is managed more like a private fiefdom than as a publicly-owned corporation, I suggest that the Board of Directors have a majority of outside members. -
The word fiduciary derives from the Latin fidere, meaning to trust. "A fiduciary relation exists between two persons when one of them is under a duty to act for or to give advice for the benefit of another upon matters within the scope of the relation." -
This report contains FAQ's concerning the rules of San Francisco's domestic partners benefits regulation. -
In the past twenty years, Delaware's corporate law jurisprudence, particularly in the area of directors' fiduciary duties, has been transformed by the significant increase in hostile corporate takeovers, anti-takeover defensive measures, and merger and acquisition activity in general. Among other things, the last two decades witnessed refinements to the standards of judicial review traditionally used in evaluating claims that directors had breached their fiduciary duties, the advent of new standards of judicial review, and a proliferation of burden shifting doctrines, multi-part tests, and other rules governing judicial review of fiduciary duty claims. -
Public companies often receive shareholder proposals for inclusion in their proxy statements pursuant to Rule 14a-8 under the Securities Exchange Act of 1934. Companies may seek to exclude shareholder proposals from their proxy statements by requesting a no-action letter from the Securities and Exchange Commission. A company may assert various reasons to exclude a shareholder proposal, including those based on matters of state law. -
A number of amendments to the Delaware General Corporation Law (the "DGCL") have been adopted by the Delaware General Assembly and signed into law. The changes became effective on August 1, 2004. While many of the amendments are technical in nature, several important changes have been made to Sections 102, 152 and 303 of the DGCL. -
Sarbanes-Oxley and proposed SEC regulations increase the potential for individual liability of corporate officers and directors for alleged corporate wrongdoing or breaches of fiduciary duty, in civil, regulatory and criminal claims, investigations and enforcement actions. -
The Sarbanes-Oxley Act of 2002, enacted on July 30, 2002, was designed to prevent deceptive management and accounting practices and to enhance financial reporting and disclosure. The Act was adopted to restore investor confidence in the United States securities markets and aims to accomplish this task by protecting benefit plan participants from corporate abuses, to increase transparency as to the methods used by issuers to compensate insiders, to prevent deceptive practices in management, and to accelerate disclosure to the marketplace of transactions engaged in by insiders. -
As required by Section 301 of the Sarbanes-Oxley Act of 2002, the Securities and Exchange Commission proposed new rules on January 9, 2003 directing the national securities exchanges and associations (principally the NYSE, AMEX and Nasdaq) to prohibit the listing of any equity or debt security of a company that is not in compliance with the audit committee requirements established by the Sarbanes-Oxley Act.