| Securities Law |
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| (An Outline of Federal Securities Laws) More... |
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| Statutory Conflict of Interest Provisions |
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| A majority of states have statutes that address director and officer conflicts of interests in corporate transactions. The conflict of interest provisions vary from state to state; however, most states have enacted some version of the conflict of interest provisions contained in the Revised Model Business Corporation Act.
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| Premerger Second Requests for Information |
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| 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. More... |
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| Record Retention Requirements for Securities Brokers and Dealers |
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| Brokers and dealers engaging in securities transactions are required to maintain various records for varying periods under Securities and Exchange Commission rules. For example, "blotters" reflecting all purchases and sales of securities must be retained for six years. Copies of sale or purchase confirmations must be kept in an easily accessible place for two years and then for an additional year thereafter. More... |
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| Short-Swing Profits |
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| Section 16(b) of the Securities Exchange Act of 1934, 15 U.S.C.S. § 78p(b), limits the ability of corporate insiders and principal stockholders to profit from their access to nonpublic information about their company. Under Section 16(b), profits from two trades of a company's publicly traded securities within six months by a director, officer, or beneficial owner of more than ten percent of a security of the company are owed to and may be recovered by the company. If the company does not retrieve those profits, shareholders may file a derivative action to obtain a court order to have the profits given over to the company. More... |
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