Arbitration of Securities Disputes

Although persons may not be required to arbitrate rather than litigate their claims, they may by contract agree to arbitrate any claims that arise under the contract.

Directors' Reliance on Corporate Books and Records

When directors perform their corporate responsibilities, the duty of care requires them to exercise the care that an ordinary prudent person would exercise in the management of his or her own affairs under similar circumstances. To be able to invoke the protections of the business judgment rule, directors must make informed business decisions.

An Introduction to Corporations

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).

Premerger Notification Under Section 7A of the Clayton Act

Section 7A of the Clayton Act, 15 U.S.C.S. § 18a, requires advance notice to federal antitrust enforcement agencies of mergers and acquisitions over a certain size. Pre-merger notification rules must be complied with and notice must be given to the Federal Trade Commission or the Department of Justice before the merger or acquisition may become effective. Those agencies have the option upon receiving proper notification to impose an additional waiting period upon the parties to the transaction in order for the agencies to evaluate any potential effect on competition or tendency toward a monopoly that would suggest an enforcement action to have the merger or acquisition enjoined.

Significance of Par Value of a Stock

Common stock and other securities may be issued with or without a stated face value or "par" value. Issuing stock with or without par or face value may have several consequences.