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Methods for Protecting Shareholders

Owners of shares of a corporation have the right to vote for directors and to share proportionally in any distribution of corporate profits or, in the case of dissolution, in the distribution of corporate assets. There are several ways to protect these interests of shareholders. Such protection is especially important to shareholders of closely held corporations who may not be able to or do not wish to find a market for their shares.

Securities Law> Additional Offerings, Disclosure & the Securities Exchange Act of 1934> Issuer Reports & Recordkeeping

(Fair Disclosure Requirements for Public Companies)

"Persons" Subject to the Sherman Act

Sections 1 through 3 of the Sherman Act, 15 U.S.C.S. §§ 1-3, provide for prison terms, fines and damages to be assessed against "persons" who enter into agreements in restraint of trade or who monopolize, attempt to monopolize or conspire to monopolize trade.

DIRECTOR'S DUTY OF LOYALTY

AN OVERVIEW

Compliance with the ADEA/OWBPA

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.