Business Law
| Failing Company Defense |
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| A merger or acquisition that has the potential to lessen competition significantly may violate Section 7 of the Clayton Act, 15 U.S.C.S. § 18. However, a "failing company" defense has emerged from case law and legislative history of an amendment to Section 7 that allows an acquisition or merger to proceed if the company being acquired is subject to imminent bankruptcy or liquidation, and the acquiring company is the only prospective purchaser of the failing company.
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| Securities Law> Additional Offerings, Disclosure & the Securities Exchange Act of 1934> Tender Offers |
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| (Going Private Reporting Requirements for Public Companies) More... |
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| Reporting Requirements for Public Company Insiders |
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| Officers, directors, and beneficial owners of more than 10 percent of the shares of a public company must report their ownership of shares of the company to the Securities and Exchange Commission. Company officers and directors are considered corporate insiders. Beneficial holders of more than 10% of a class of a company's equity securities registered under Section 12 of the Securities Exchange Act also are considered corporate insiders. Such insiders are required to report their holdings to the Commission when they first acquire company stock and when changes in their ownership occur. More... |
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| Compliance with the ADEA/OWBPA |
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| After the United States Supreme Court decided Ohio v. Betts in 1989, Congress amended the ADEA by passing The Older Workers Benefit Protection Act of 1990 3 (OWBPA). The OWBPA further clarifies Congress's original intent relative to age-based discrimination in the area of employee benefits. Under the OWBPA, an employee may reduce benefits for older workers only when the cost of providing reduced benefits is the same as it is for younger workers. An employer cannot prevent an older employee's pension from accumulating or accruing if the employee works past normal retirement age. The practice of forcing older workers to take early retirement is also addressed.
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| Protection for Federal Water Pollution Control Act Whistleblowers |
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| Protection for Federal Water Pollution Control Act Whistleblowers
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