| Rulemaking by the Securities and Exchange Commission |
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| 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 securities. Those laws included the Securities Act of 1933, the Securities Exchange Act of 1934, and the Investment Company Act of 1940. The more recently enacted Sarbanes-Oxley Act of 2002 provided additional requirements for corporate governance and disclosure of information. More... |
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| Responsibilities of Corporate Directors and Officers |
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| Boards of directors and officers of corporations have distinct functions. Generally, directors set corporate policy while officers carry out that policy. More... |
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| Investment Adviser Reporting Requirements |
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| Investment advisers must file Form ADV with the Securities and Exchange Commission or with state offices for regulating securities. Investment advisers who manage $25 million or more in client assets must file the form and register with the Securities and Exchange Commission. Advisers managing smaller amounts of assets must file Form ADV with state securities regulators. More... |
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| Disclosure of Material Facts |
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| The duty of disclosure is a component of the duty of loyalty, but it also implicates the director's obligation to act with due care and in good faith. As part of the duty of care, a director should reveal all relevant material information that he possesses about a transaction to all who are in the position of making a decision about that transaction. The director has a duty to make an informed decision because it will ultimately affect the corporate interest and welfare. More... |
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| Duty of Care |
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| A corporate director has the duty to act in good faith in pursuit of the company's best interests and to use the care that an ordinary prudent person in a like position would use under similar circumstances. The Model Business Corporation Act implies that corporate officers have an even higher duty of care because they are intimately familiar with and knowledgeable about the corporation's activities and have better access to corporate information than directors have. Most jurisdictions recognize that high-ranking corporate officers have a fiduciary relationship with the corporation.
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