CORPORATE DIRECTORS - AN OVERVIEW OF FIDUCIARY RESPONSIBILITIES

AN OVERVIEW OF FIDUCIARY RESPONSIBILITIES

Premerger Second Requests for Information

Parties to mergers or acquisitions involving sales or assets of $100 million or meeting other threshold levels must report their planned merger or acquisition to the Department of Justice or the Federal Trade Commission and wait for 30 days (15 days in the case of a cash tender offer or a bankruptcy sale) following the report before completing the transaction. That waiting period allows the Department or the Commission time to review the transaction for its potential effect on competition before deciding what enforcement action, if any, will be taken.

Anti-Competitive Discrimination By Sellers Under the Clayton Act

The federal Clayton Act contains prohibitions against various specific anti-competitive practices and is designed to supplement the broad prohibitions of the Sherman Act against anti-competitive agreements and monopolization. Section 2 of the Clayton Act, 15 U.S.C.S. § 13, as amended by the Robinson-Patman Act, specifically prohibits discrimination in the price of commodities or in commissions, allowances, services, or facilities if such discrimination is anti-competitive.

Small Business Stock Registration Forms

A company that decides to sell its shares to the public normally must file a registration statement with the Securities and Exchange Commission. Before the company may sell the shares, the staff of the Commission must declare the registration statement effective. The basic registration form (Form S-1) includes two parts, including part one, a prospectus or selling document, and part two, additional information required by the Commission that is publicly available but does not have to be provided to investors.

Discrimination Complaints under the Clean Air Act

Protection for whistleblowers under the Clean Air Act