John F. Hanzel, P.A. - Untitled 5

Failing Company Defense

A merger or acquisition that has the potential to lessen competition significantly may violate Section 7 of the Clayton Act, 15 U.S.C.S. § 18. However, a "failing company" defense has emerged from case law and legislative...

Remedies for Dissenting Shareholders and the Deadlocked Corporation

Dissenting shareholders in a publicly-traded corporation may sell or otherwise dispose of their shares and seek as damages any lessening of value of the shares prior to the sale resulting from the matter causing the dissension. However,...

Statutory Conflict of Interest Provisions

A majority of states have statutes that address director and officer conflicts of interests in corporate transactions. The conflict of interest provisions vary from state to state; however, most states have enacted some version...

Bonds

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...

Directors' Liability - Torts and Wrongful Acts

Torts and Wrongful Acts

Generally, corporate directors and officers will not be held individually liable for torts or crimes committed by the corporation solely by virtue of their status as...