Business Newsletter

Remedies for Dissenting Shareholders and the Deadlocked Corporation

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...

Director or Officer Liability Under ERISA

A fiduciary of an ERISA-covered plan can be the subject of a civil action for breach of a fiduciary duty with respect to the plan. If a breach has occurred, the fiduciary may be held personally liable to restore any losses to the plan that resulted from the breach. The fiduciary may also be obligated to restore any profits to the plan that have made by the fiduciary through use of plan assets. If a corporation is an ERISA fiduciary, its corporate officers or directors are not automatically considered to be ERISA fiduciaries just by virtue of their corporate status. In most corporations, the board of directors establishes or sponsors the plan then delegates oversight of the plan to a board committee. The daily management of the plan is frequently delegated to corporate officers and employees. More...

Employment Law

Protection for Solid Waste Disposal Act Whistleblowers More...

BUSINESS JUDGMENT RULE

DERIVATIVE SUITSMore...

Business Conduct Codes

Business Conduct Codes for New York Stock Exchange and Nasdaq Listed CompaniesMore...