| Interlocking Directorates |
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| Section 8 of the Clayton Act, 15 U.S.C.S. § 19, prohibits corporations from having the same directors or officers in some instances. Thus, under Section 8, a person may not serve as an officer or director of two non-bank corporations if one of the companies has more than $10 million (adjusted for annual GDP changes) in capital, surplus, and undivided profits and the companies compete so that an agreement between them would eliminate that competition and result in a violation of an antitrust law. An example of a violation of an antitrust law which Section 8 of the Clayton Act is designed to prevent is an agreement between two or more competitors on the prices they charge, which would be a per se illegal agreement under Section 1 of the Sherman Act, 15 U.S.C.S. § 1. More... |
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| Business & Corporate Entities> Corporations> Directors & Officers> Management Duties & Liabilities |
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| (Sources of Document Retention Requirements) More... |
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| Pre-Incorporation Contracts of Promoters |
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| Persons who enter into contracts on behalf of a corporation yet to be formed are considered "promoters." Such pre-incorporation contracts raise issues regarding the rights and liabilities of the promoter and the new corporation. More... |
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| Directors' Duty of Care |
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| The duty of care requires a director to make business decisions in the best interests of the corporation in good faith, with due diligence, and with the skill and judgment of an ordinary person under the circumstances. Claims for breach of the duty of care that involve a failure to act typically allege that directors did not adequately supervise corporate executives or key employees. More... |
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| Business Review Letters -- Antitrust Clearance from the Department of Justice |
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| Before engaging in a business practice, individuals and companies may seek the view of the U.S. Department of Justice on the legality of the business practice under federal antitrust law. The procedure, known as a Business Review, allows persons to ask the Department of Justice for a statement of its current enforcement intentions. Although the Department of Justice is not authorized to provide advisory opinions to private parties, its business review procedure does allow such parties to seek a statement of present enforcement intentions. More... |
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