| Trading Plans to Avoid Insider Trading Presumptions |
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| An insider of a public company who trades in the company's stock while aware of material but nonpublic information about the company is presumed to be trading on the basis of that information in violation of Securities and Exchange Commission Rule 10b-5. To counter that presumption, companies may adopt Rule 10b5-1 Trading Plans.More... |
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| Remedies for Dissenting Shareholders and the Deadlocked Corporation |
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| Dissenting shareholders in a publicly-traded corporation may sell or otherwise dispose of their shares and seek as damages any lessening of value of the shares prior to the sale resulting from the matter causing the dissension. However, shareholders in a closely held corporation may not have a reasonable way to dispose of their shares and avoid dissension. Deadlocks among shareholders or directors of closely held corporations thus may result more often in litigation than such conflicts within publicly held corporations.More... |
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| Initial Public Offerings & the Securities Act of 1933 |
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| An Introduction to the Securities Act of 1933More... |
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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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| Unlawful Distributions |
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| The Revised Model Business Corporation Act defines a "distribution" as a direct or indirect transfer of money or other property (excluding the corporation's own stock) or the taking on of debt by the corporation for the shareholders' benefit with respect to stock shares. A distribution can be an acquisition of stock shares such as in a redemption, a declaration or payment of a stock dividend, a transfer of promissory notes, or a transfer during a liquidation. State statutes that address the subject are not uniform, and many states did not adopt the definition of "distribution" found in the Revised Model Business Corporation Act. Additionally, a company's articles of incorporation may dictate what constitutes a "distribution."
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