| Corporate Loans to Directors and Officers |
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| At common law, a corporation's surplus funds could lawfully be loaned to directors and officers of the corporation unless the loan was fundamentally unfair to the shareholders, concealed from the shareholders, or fraudulent. The circumstances under which a corporation may permissibly make loans to directors and officers are now largely governed by statute. The permissibility of such loans varies from state to state. Most jurisdictions have adopted some version of the Revised Model Business Corporation Act (Act). Under the Act, a corporation generally cannot make a personal loan to an officer or a director unless the loan has been approved (or subsequently ratified) by a majority of the shareholders. If an approved loan is challenged, judicial review is often focused on whether the loan was fair overall to the corporation and its shareholders. More... |
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| Criminal Law & Procedure> Sentencing> Sentencing Guidelines Generally |
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| Criminal Law 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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| Bonds |
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| Bonds are debt securities issued by governments, corporations, and other entities. In return for the loan of money to the issuer represented by the bond, the issuer promises to pay a set rate of interest over the life of the bond and then pay back the principal or face value of the bond to the investor when the bond matures or becomes due. More... |
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| Initial Public Offerings and Lockup Agreements |
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| A lockup agreement is a contract between an underwriter and a company going public in which the insiders of the company, including directors, officers, employees, and friends and family agree that they will not sell shares of the company they own until a set period of time after the company's shares are sold to the public. The objective of the lockup agreement is to provide a stable market for the securities for a reasonable time after the initial public offering. More... |
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