Injunctive Relief Under Federal Antitrust Laws

Injunctions may be sought to prevent a violation of federal antitrust laws from occurring or to halt an ongoing violation of the federal antitrust laws. Section 15 of the Clayton Act, 15 U.S.C.S. § 25, provides for injunctions sought by the government. The section gives U.S. District Courts jurisdiction to prevent and restrain violations of the Clayton Act and directs U.S. Attorneys, under the supervision of the Attorney General, to file actions seeking to prevent and restrain the violations. Section 16 of the Clayton Act, 15 U.S.C.S. § 26, authorizes "any person, firm, corporation, or association" to seek injunctive relief against threatened loss or damage by a violation of the antitrust laws.

Criminal Liability of Officers and Directors for Corporate Antitrust Violations

Criminal Liability of Officers and Directors for Corporate Antitrust Violations

Mergers

Disclosure and Shareholder Approval Requirements for Stock Options During Mergers

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.

The Intrastate Offering Exemption from SEC Registration Requirements

Securities may be sold without first being registered with the Securities and Exchange Commission if one of several exemptions applies. An exemption does not allow the use of any false or misleading statements in the offer or sale of the securities, and the offering may still be subject to requirements under state laws. However, if an exemption is applicable, then the expense and burden of the initial registration and periodic reporting of substantial information about the company may be avoided.