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Business Conduct Codes

Business Conduct Codes for New York Stock Exchange and NASDAQ Listed Companies

Companies listed on the New York Stock Exchange and NASDAQ are required by New York Stock Exchange Rule 303A.10 and NASDAQ Rule...

Directors' Ignorance of Corporate Affairs

To carry out fully their duties and responsibilities to shareholders and the corporation, directors must be reasonably familiar with the workings of the corporation and have a general knowledge of how the corporation...

Rulemaking by the Securities and Exchange Commission

Federal agencies adopt rules to implement laws. Following the stock market crash in 1929, laws were passed to reform securities markets and to broaden the amount and accuracy of information to be made available to investors by issuers of...

Duty of Obedience

Most jurisdictions recognize that directors have three basic fiduciary duties: the duty of care, the duty of loyalty, and the duty of obedience. The duty of obedience requires a director to act in furtherance of the...

"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...