| Medallion Signature Guarantees |
|
| Transfer agents and issuers of securities, pursuant to the Uniform Commercial Code, may require a guarantee of the validity of the signature of the person transferring the securities in order to prevent a fraudulent transfer. The Securities and Exchange Commission has designated institutions that may issue such guarantees, and the Securities Transfer Association has developed the Medallion Signature program for those institutions to follow in guaranteeing signatures. More... |
|
|
| Small Business Stock Registration Forms |
|
| A company that decides to sell its shares to the public normally must file a registration statement with the Securities and Exchange Commission. Before the company may sell the shares, the staff of the Commission must declare the registration statement effective. The basic registration form (Form S-1) includes two parts, including part one, a prospectus or selling document, and part two, additional information required by the Commission that is publicly available but does not have to be provided to investors. More... |
|
|
| Corporate Criminal Liability |
|
| Corporations were not initially held criminally responsible for corporate activities. A corporation was considered to be a legally fictitious entity, incapable of forming the mens rea necessary to commit a criminal act. The Supreme Court ultimately rejected this notion in 1909 in New York Central & Hudson River Railroad v. U.S. A railroad company employee paid rebates to shippers in violation of federal law. The court upheld the corporation's criminal conviction, finding no reason that corporations could not be held "responsible for and charged with the knowledge and purposes of their agents, acting within the authority conferred upon them." The Supreme Court concluded that criminal liability could be imputed to the corporation based on the benefit it received as a result of the criminal acts of its agents. The case and its progeny have essentially imported the doctrine of respondeat superior from tort law into the corporate criminal realm. A corporation may be convicted for its agent's unlawful acts when the agent acted within the scope of his or her actual or apparent authority. Another theory of corporate criminal liability is the "collective knowledge doctrine." As knowledge of criminal activity is often the scienter element of a particular crime, the requisite knowledge can be imputed to the corporation based on the collective knowledge of the directors and officers. More... |
|
|
| Private Treble Damage Actions Under Federal Antitrust Law |
|
| Under federal antitrust law, persons and companies harmed by anticompetitive conduct may seek an award of triple their damages, an injunction, and costs of the action (including attorney fees) against a party that violates federal antitrust laws. For example, price fixing or an agreement among competitors on the price they will charge is considered a per se illegal violation of Section 1 of the Sherman Act, 15 U.S.C.S. § 1, that the government may prosecute as a felony. As a further deterrent to such activity, those harmed by the violation may seek treble damages and an injunction. More... |
|
|
| Mediation of Securities Disputes |
|
| Broker-dealer members of the National Association of Securities Dealers are required to arbitrate their disputes with investors. Also, the agreement signed by investors to trade through broker-dealers normally contains a provision requiring the investors to arbitrate their disputes with the broker-dealers rather than litigate such disputes. However, mediation is an additional method for resolving disputes that may be used prior to or in addition to mediation. More... |
|
|