Duty of Loyalty

RATIFICATION OF SELF-INTERESTED DIRECTOR TRANSACTIONS

The Regulation A Registration Exemption for Small Securities Offerings

Under section 3(b) of the Securities Act of 1933, the Securities and Exchange Commission has established Regulation A to exempt small offerings of securities from registration requirements. While the exemption does not relieve a company from its obligation not to use false or misleading statements or from state law requirements, Regulation A allows companies to issue and sell securities with less burden and expense than normally required.

Basics of the Agency Relationship

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.

Business Law

Companies Listed on the New York Stock Exchange)

Reliance on Committee Reports

Corporation codes in all states allow the corporate board of directors to appoint committees comprised of directors and to delegate board powers to the committees. Appointment powers are usually addressed in the corporation's articles of incorporation or bylaws, which specify the formalities for appointing a committee. Each state's corporation code must be consulted to determine if certain powers are nondelegable.