| Director Committees for NASDAQ-Listed Companies |
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| Required Independent Director Committees for NASDAQ-Listed Companies More... |
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| Corporate Creditors |
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| 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.
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| Record Retention Requirements for Securities Brokers and Dealers |
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| Brokers and dealers engaging in securities transactions are required to maintain various records for varying periods under Securities and Exchange Commission rules. For example, "blotters" reflecting all purchases and sales of securities must be retained for six years. Copies of sale or purchase confirmations must be kept in an easily accessible place for two years and then for an additional year thereafter. More... |
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| Closed-End Funds |
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| The three basic types of investment companies regulated under the Investment Company Act of 1940 are closed-end funds, mutual funds, and unit investment trusts. Closed-end funds must be registered with the Securities and Exchange Commission. Such funds are regulated under the Investment Company Act of 1940 and are subject to the Securities Act of 1933 and the Securities Exchange Act of 1934. Regulations have been issued by the Securities and Exchange Commission to govern the operation of closed-end funds. More... |
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| Business Judgment Rule |
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| The business judgment rule protects a director(s) from personal liability if he or she has performed diligently and carefully in legitimate furtherance of corporate objectives and purposes and has not acted fraudulently, illegally, or otherwise in bad faith. The business judgment rule may be codified, but it is largely a matter of judicial interpretation and application. The business judgment rule is frequently invoked in shareholder damage suits against a director or board of directors. Courts generally acknowledge that the business judgment rule either does or may apply to corporate officers. More... |
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