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Ultra Vires Acts

In most states, the duty of obedience is recognized as one of the three fiduciary duties a director owes to the corporation. One component of the duty of obedience is that a director is prohibited from committing an...

Registration of a Public Offering with the Securities and Exchange Commission

A company that decides to sell its stock to the public must file a registration statement with the Securities and Exchange Commission. The registration statement is made public as it is filed. However, the company may not sell its securities...

Duty of Loyalty

Ratification of Self-Interested Director Transactions

Directors may be vulnerable to a claim of breach of the duty of loyalty if they transact personal business with the corporation or if the...

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...

Tortious Interference with a Contract or with Prospective Contractual Relations

Parties to a contract are entitled to performance of the contract without interference from others. Interference with a contract can lead to claims of tortious interference with performance of the contract or tortious interference with...