Business Law Newsletters

Corporate Creditors

Generally, directors do not owe a fiduciary duty to a corporate creditor when that creditor has contracted exclusively with the corporation. However, a director may owe a fiduciary duty to a corporate creditor to protect the corporate assets when the corporation becomes insolvent.

Restrictions on Short Sales of Securities

A short sale of a security is a sale of the security by an investor before the investor actually owns the security being sold. The investor profits if the value of the security declines between the time of the sale and the time of delivery of the security. Short sales may also allow an investor to lock in changes in value shares already held or to hedge against significant changes in value in securities.

Securities Law> Additional Offerings, Disclosure & the Securities Exchange Act of 1934> Tender Offers

(Going Private Reporting Requirements for Public Companies)

The Quiet Period Pending Securities Registration Statement Effectiveness

There is a "quiet period" between the time that a company files a registration statement with the Securities and Exchange Commission for a new public securities offering and the time that the Commission declares the registration statement effective. During the quiet period, referred to as the "waiting period" also, the company and related parties are prohibited by federal securities laws from releasing information to the public that could be construed as promoting sale of the securities covered by the as yet unapproved registration statement.

WASTE OF CORPORATE ASSETS

WASTE OF CORPORATE ASSETS