| Basics of the Agency Relationship |
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| Business often is conducted by agents who act for others. For example, insurance policies may be sold through agents. Agencies also exist in relationships between guardians and wards, employees and employers, estates and executors, and partners. More... |
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| The Rule 505 Exemption from Registration Requirements for Small Securities Offerings |
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| Before selling shares of stock to the public, a company normally must file a detailed registration statement with the Securities and Exchange Commission. The usual registration statement must contain a prospectus with audited financial statements and other information required for review by Commission staff. However, several exemptions from registration requirements are available for stock offerings that are of lesser value or sold to restricted categories of purchasers. More... |
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| Director and Officer Liability under OSHA |
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| Employers have a general duty under the Occupational Safety and Health Act (OSHA)1 to provide a workplace free from "recognized" hazards. A violation of this duty can lead to criminal sanctions2 in addition to civil penalties. An employer can also be exposed to liability under occupational safety and health regulations promulgated by the Secretary of the Department of Labor. Directors and high-level executive officers must act to reduce or eliminate workplace dangers or risk OSHA liability. More... |
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| Corporate Loans to Directors and Officers |
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| At common law, a corporation's surplus funds could lawfully be loaned to directors and officers of the corporation unless the loan was fundamentally unfair to the shareholders, concealed from the shareholders, or fraudulent. The circumstances under which a corporation may permissibly make loans to directors and officers are now largely governed by statute. The permissibility of such loans varies from state to state. Most jurisdictions have adopted some version of the Revised Model Business Corporation Act (Act). Under the Act, a corporation generally cannot make a personal loan to an officer or a director unless the loan has been approved (or subsequently ratified) by a majority of the shareholders. If an approved loan is challenged, judicial review is often focused on whether the loan was fair overall to the corporation and its shareholders. More... |
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| Securities Law> Additional Offerings, Disclosure & the Securities Exchange Act of 1934> Issuer Reports & Recordkeeping |
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| (Fair Disclosure Requirements for Public Companies) More... |
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