| THE BUSINESS JUDGMENT RULE |
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| CORPORATE TAKEOVERSMore... |
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| Overview of Corporate Opportunity |
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| Corporate directors are fiduciaries and must exercise the utmost good faith when managing the corporation's affairs. Under the corporate opportunity doctrine, corporate directors cannot divert business to themselves and reap personal gains or profits if the business legitimately belongs to the corporation. As fiduciaries, directors cannot appropriate opportunities that were developed through use of corporate assets. More... |
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| An Introduction to Corporations |
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| Various structures are available for a business. A business may be set up, owned, and run as a sole proprietorship, a partnership (limited or general), or a corporation (regular, Subchapter S, or limited liability). More... |
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| Corporate Criminal Penalties |
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| Organizations may be held liable for criminal conduct just as individuals may be convicted of criminal conduct. The Organizational Sentencing Guidelines of the United States Sentencing Commission (Guidelines) apply to all federal felony and Class A misdemeanor offenses. Under the Guidelines, an organization can be fined, sentenced to probation for up to five years, subjected to statutory forfeiture, ordered to make restitution, and issue public apologies to victims. The term "organization" refers to "a person other than an individual." This includes publicly and privately held corporations, partnerships, associations, joint-stock companies, labor unions, trusts, pension funds, unincorporated organizations, non-profit entities, governments, and political subdivisions of governments. According to the Deputy Counsel for the United States Sentencing Commission, the most common criminal offense committed by an organization is fraud. Other common offenses include environmental pollution, money laundering, and food and drug violations. The Guidelines have two basic purposes: just punishment and deterrence.
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| Investor Suitability Requirements for Broker Dealer Recommendations |
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| Broker dealers may make investment recommendations to investors only if the broker dealer first determines that the recommended investment would be suitable for the investor. Suitability depends upon the investor's tolerance for risk, other investments, income, net worth, financial requirements, and investment objectives.More... |
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