Law Office of Marcus L. Vanover, PSC
Attorneys at Law


117 W. Mt. Vernon Street
Somerset, Kentucky 42501

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Business Newsletter
Business Judgment Rule
 
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...
 
Securities Act of 1933
 
The Securities Act of 1933, enacted in response to the stock market crash of 1929, has been referred to as the "truth in securities" law. The Securities Act generally requires that companies selling their stock to the public must provide investors with full disclosure of material facts. More...
 
Regulation of the Price of Mutual Fund Shares
 
The Securities and Exchange Commission requires that open-ended mutual fund shares must be sold at their net asset value per share plus allowable sales charges or fees. Under Rule 22c-1 of the Commission, an issuer, underwriter, or dealer may not redeem or repurchase a share of a registered investment company or mutual fund "except at a price based on the current net asset value of such security..."More...
 
Business Law
 
Companies Listed on the New York Stock Exchange)More...
 
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, shareholders in a closely held corporation may not have a reasonable way to dispose of their shares and avoid dissension. Deadlocks among shareholders or directors of closely held corporations thus may result more often in litigation than such conflicts within publicly held corporations.More...
 
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