THE INSIDER TRADING PROHIBITION

Insider trading is perhaps the best-known violation of the securities laws. The news is littered with high level corporate executives, celebrities, athletes and politicians who find themselves in hot water for insider trading. These examples are just the tip of ...

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SECURITIES FRAUD

Several stock market crashes or corrections in the United States have been caused, at least in part, by the revelation of misleading corporate disclosures. In the 1920s, stock values rapidly rose thanks in part to overzealous promoters. The bottom dropped ...

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PUBLIC AND NON-PUBLIC OFFERINGS

Each year, investors large and small invest trillions of dollars in securities like stocks, bonds, mutual funds and hedge funds that hold these securities. Securities do not appear out of thin air. Long chains of events precede their existence and ...

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REGULATED INSTRUMENTS

For some, the term “securities” conjures images of a bustling exchange, where hurried traders in colorful jackets shout out orders. Perhaps the term reminds others of brokers and financial advisers suggesting an investment in a particular company’s stocks or bonds. ...

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SECURITIES LAW

SECURITIES LAW Securities Law The word “security” is a term of art that describes an ownership or economic interest in a company. This term includes common investments, like stocks and bonds, but it can also refer to more complex investments, ...

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DIRECTORS AND OFFICERS POWERS

The fiduciary duties of nonprofit directors coincide with certain rights that are necessary to their roles in the governance of the organization. These rights include the right to attend meetings and vote, rights related to decision-making and policy-setting on behalf ...

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ORGANIZATIONAL LIABILITY

Incorporated nonprofit organizations are governed by boards of directors exercising corporate powers as described in the organization’s bylaws.[1] Much like for-profit corporations, there is great flexibility in how a nonprofit board may choose to govern.  Beyond certain fundamental requirements, state nonprofit ...

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INCORPORATION AND DISSOLUTION OF NONPROFITS

Choosing a Business Form Nonprofit corporations are distinct from traditional business corporations in their purpose, which is not to maximize and distribute profits, but for some designated public purpose. This “non-distribution constraint” is the common link between all nonprofits. Under state ...

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STATUTES AND REGULATIONS

State Laws There is no standard approach among the states in their statutory treatment of nonprofit organizations.  Model statutes such as the Model Nonprofit Corporation Act and more recently, the Revised Model Nonprofit Corporation Act, have been adopted by some states.  The ...

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INTRODUCTION TO NONPROFIT ORGANIZATIONS

You are likely already familiar with for-profit organizations. They comprise most businesses. They exist for the purpose of making and maximizing profits on behalf of their owners, when they be sole proprietors, medium-sized companies or publicly-held corporations owned by shareholders. Organizations that ...

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