Business Law Newsletter

Responsibilities of Corporate Directors and Officers

Boards of directors and officers of corporations have distinct functions. Generally, directors set corporate policy while officers carry out that policy.More...

Criminal Liability of Officers and Directors for Corporate Antitrust Violations

Criminal Liability of Officers and Directors for Corporate Antitrust ViolationsMore...

Directors' Duty of Care

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...

SEC Rules for Broker Dealer Exchange Specialists

Securities and Exchange Commission rules regulate information that must be provided to the public by broker dealers who serve as New York, American, or other national exchange specialists or as Nasdaq market makers. Such broker dealers in effect trade for their own accounts as well as for customers. They thus are required to follow Commission Rules 11Ac1-1 and 11Ac1-4 under the Securities Exchange Act of 1934, 17 CFR 240.11Ac1-1 and 17 CFR 240.11Ac1-4, designed to increase the amount of public information regarding quotes and order handling.More...

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 ultra vires act. Ultra vires, translated from the Latin, means "beyond powers." An ultra vires act is beyond the scope of the powers bestowed on the corporation (and the director) by the corporate charter or bylaws. Thus, a director commits an ultra vires act when he acts without or beyond the authority vested in him by the corporation. More...