Business Organizations Law Commons^™

The Securities And Exchange Commission And Corporate Democracy, Joel Seligman

Scholarship@WashULaw

On April 28th of last year, the Securities and Exchange Commission announced it would begin a comprehensive reexamination of the shareholders' role in corporate governance. After receiving close to one hundred and fifty letters of comment, the Commission commenced hearings on September 29th in Washington D.C.

Few issues are so worthy of the Commission's concern. Under state corporation law, shareholders have the power to nominate and elect members of the board of directors. Today this power is virtually meaningless in publicly held corporations. The vast majority of shareholders vote by proxy. But neither state nor federal law guarantees shareholders access …

Definition Of Control In Secondary Distributions, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

Section 2(11) of the Securities Act of 1933 (Act) generally subjects the sale of securities by a person "controlling an issuer" to the same rules that govern the sale of securities by an issuer. Accordingly, before a "control" person may sell the securities he holds in the controlled corporation he must either register them with the Securities and Exchange Commission (Commission) or qualify for an exemption from the registration requirement. While the Act clearly requires that a "control" person either register or qualify for an exemption, it fails to define "control." Thus, the task of defining has fallen to the …

Indemnifying Corporate Officials For Williams Act Violations, Edward J. Hussey

Indiana Law Journal

No abstract provided.

Restraints On Incumbent Directors In Intracorporate Battles For Control, Aaron Yoran

University of Richmond Law Review

Editor's Note: The first portion of Dr. Yoran's article, dealing with directors' maneuvering power in closed corporations, appeared in the Winter issue of the Review.

Limitations On Defenses Under 10 (B): In Pari Delicto And Unclean Hands, G. Andrew Nea Jr.

University of Richmond Law Review

The evolution 'and development of the corporate conglomerate has been the most significant factor in the growth of twentieth century American enterprise. Corporate growth has far outdistanced that of alternative forms of business. The purchase and sale of an increasing volume of corporate securities has permitted management to raise impressive quantities of capital, and has allowed numerous investors to share in the profits realized from the judicious use of their funds.