Newsletters
Directors' Reliance on Corporate Books and Records
When directors perform their corporate responsibilities, the duty of care requires them to exercise the care that an ordinary prudent person would exercise in the management of his or her own affairs under similar circumstances. To be able to invoke the protections of the business judgment rule, directors must make informed business decisions.
"Mini" Tender Offers
Tender offers for less than five percent of the stock of a company have been labeled mini-tender offers. Such offers are subject to some regulation but are not subject to the full range of rules enacted to protect investors who own stock in a company for which a full tender offer is made. Thus, while a mini-tender offer may include a premium over market price for a selling shareholder, the lack of all of the protections provided for recipients of a full tender offer suggests a more cautious view of the merits of the mini-tender offer.
Fairness Standard and Business Judgment Rule
FAIRNESS STANDARD FOR DIRECTORS
The Antitrust Exemption for Joint Newspaper Operating Arrangements
The Newspaper Preservation Act, 15 U.S.C.S. §§ 1801-1804, provides a limited exemption from antitrust laws for joint operating arrangements between newspapers in a particular locality. The objective of the legislation is to preserve independent reporting and editorial operations of the two newspapers while allowing shared production facilities that through a lowering of costs would allow both newspapers to survive.
Employment Issues under OSHA
Protection for Whistleblowers Concerning Unsafe Shipping Containers
