| Disclosure of Material Facts |
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| The duty of disclosure is a component of the duty of loyalty, but it also implicates the director's obligation to act with due care and in good faith. As part of the duty of care, a director should reveal all relevant material information that he possesses about a transaction to all who are in the position of making a decision about that transaction. The director has a duty to make an informed decision because it will ultimately affect the corporate interest and welfare. More... |
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| Basics of the Agency Relationship |
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| Business often is conducted by agents who act for others. For example, insurance policies may be sold through agents. Agencies also exist in relationships between guardians and wards, employees and employers, estates and executors, and partners. More... |
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| Tortious Interference with a Contract or with Prospective Contractual Relations |
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| 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 prospective contractual relations. More... |
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| Trading Plans to Avoid Insider Trading Presumptions |
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| An insider of a public company who trades in the company's stock while aware of material but nonpublic information about the company is presumed to be trading on the basis of that information in violation of Securities and Exchange Commission Rule 10b-5. To counter that presumption, companies may adopt Rule 10b5-1 Trading Plans. More... |
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| The Quiet Period Pending Securities Registration Statement Effectiveness |
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| There is a "quiet period" between the time that a company files a registration statement with the Securities and Exchange Commission for a new public securities offering and the time that the Commission declares the registration statement effective. During the quiet period, referred to as the "waiting period" also, the company and related parties are prohibited by federal securities laws from releasing information to the public that could be construed as promoting sale of the securities covered by the as yet unapproved registration statement. More... |
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