Smith, Cohen & Horan - Untitled 2

Corporate Loans to Directors and Officers

At common law, a corporation's surplus funds lawfully could be loaned to directors and officers of the corporation unless the loan fundamentally was unfair to the shareholders, concealed from the shareholders, or fraudulent. The circumstances...

Investment Clubs

Groups of individuals may form partnerships or other organizations in which they pool investment resources and ideas. The extent to which a membership in the club might be considered a security and the extent to which members of the club...

Private Treble Damage Actions Under Federal Antitrust Law

Under federal antitrust law, persons and companies harmed by anticompetitive conduct may seek an award of triple their damages, an injunction, and costs of the action (including attorney fees) against a party that violates federal antitrust laws....

Trademark Law

Federal False Advertising and False Designation of Origin Claims

Section 43(a) of the federal Lanham Act, 15 U.S.C.S. § 1125(a)(1), provides that a plaintiff may file false...

Duty of Obedience

Most jurisdictions recognize that directors have three basic fiduciary duties: the duty of care, the duty of loyalty, and the duty of obedience. The duty of obedience requires a director to act in furtherance of the...