Issues Bis Org

Front 1

Proxy solicitation

Back 1

1.file 120 days prior to any meeting.
2. no material omissions of fact
3. One per shareholder

Front 2

IPO filing requirments

Back 2

1. must file registration statement prior to solicitation
2. Violation ot make misrepresentations or omissions in the offering.
3. Issuer must diclose consideration to be paid in an offering.
4. Sect 5 applies only to issuers, underwriters or dealers
5. Can file under reg d or intrastate and no solictation file not notice with SEC

Front 3

regulation D exemptions

Back 3

504 1 million solicited in 1 year
505 5 million up to 35 investors in 1 year
506 no dollar limit 1 year sophisticated investors.

Front 4

Duty of care

Back 4

Violation 1. negligence, 2 Waste 3. Insider trading
Obligation: 1. reliance 2. reasonable investigation

Front 5

loyalty

Back 5

Violation 1. self dealing 2. Unsurping corporate opportunity, 3.interested transaction

Obligations 1. Full and complete disclosure, non compete

Front 6

Duty of good fiath

Back 6

violation 1 no ill intent 2. reasonable care
violation: Bad faith, Fraud insider trading

Front 7

BJR

Back 7

Defense to breach of a fiduciary duty regarding business decisions

Does not apply to interested transactions or self dealing unless full disclosure or shareholder ratification

Front 8

Intrinsic Fairness Test

Back 8

Applies to self dealing
1. If a disintereste board or shareholder ratify then apply BJR Burden on D to show transaction is unfiar
2. IF transion is fair to to coporation then burden on D to show fair

Front 9

Corp opportunity doctrine

Back 9

1. director becomes aware of opportunity in his capacity working for company
2. Opportunity is one that should be reasonably believed to be interested to the corporation
3. opportunity becomes aware and is closely related to business.

Front 10

1933 regarding false statements

Back 10

Must be corrected timely, see COA

Front 11

Elements of 10b5

Back 11

It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails or of any facility of any national securities exchange,
(a) To employ any device, scheme, or artifice to defraud,
(b) To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, or
(c) To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person,

Front 12

Insider trading

Back 12

Tipper must receieve benefit had duty to corp.
tippee must receive benefit has duty not to trade to shaireholders.

Front 13

missapropriation

Back 13

10b5 that deals with a breach of duty towards the source (think news reporter)

Front 14

Remedies for breach

Back 14

1. Direct 2. SEC and
3 Derivative

Front 15

Damages for breach

Back 15

1. recisission contract
2. recission damages
3. Out of pocket damages
4. Cover or conversion

Front 16

Williams act

Back 16

any trade related to a tender offer where confidential information was used. No need to prove breach of duty for personal benefit.

Front 17

self dealing

Back 17

Where a shareholder or director is peronally involved in a transaction and benefits at expens of corp. Interested Transaction

Front 18

derivative suits process

Back 18

1. must make written demand wait 90 days for board to answer and investigate
2. Decision to bring or not bring action wil lbe protected by biz judgement rule.

Front 19

SBO responsiblity

Back 19

1. officers must certify the report no omissions or material misrperesentations
2. Create audit comitte independent from co management to oversee audit process. Will be delisted if refuse to comply. 3. Attorneys must report evidence of a brich to GC or CEO, if attorney doesn't someone else must go to audit committee

Front 20

Executive compensation

Back 20

Look to BJR or intrinsic fairness test to approve compensation plan

Front 21

Proxy regulation

Back 21

1. must file registration before broker can effect transaction
2. prohibts false or misleading info
3. proxy must be for specific: notice of meeting and full disclose action and options regarding voting.

Front 22

Shareholder proposal

Back 22

submit with 120 days of mailing. 2. registerd with SEC and identified as proxy
3. word limit of 500 words.