Securities Law> Additional Offerings, Disclosure & the Securities Exchange Act of 1934> Proxies

(Shareholder Proxy Solicitation Rules)

OSHA Requirements and Standards

The Occupational Safety and Health Administration (OSHA) is responsible under the Occupational Safety and Health Act of 1970 for promoting a safe workplace by setting standards and conducting inspections. The Act applies to almost all employers.

Corporate Criminal Liability

Corporations were not initially held criminally responsible for corporate activities. A corporation was considered to be a legally fictitious entity, incapable of forming the mens rea necessary to commit a criminal act. The Supreme Court ultimately rejected this notion in 1909 in New York Central & Hudson River Railroad v. U.S. A railroad company employee paid rebates to shippers in violation of federal law. The court upheld the corporation's criminal conviction, finding no reason that corporations could not be held "responsible for and charged with the knowledge and purposes of their agents, acting within the authority conferred upon them." The Supreme Court concluded that criminal liability could be imputed to the corporation based on the benefit it received as a result of the criminal acts of its agents. The case and its progeny have essentially imported the doctrine of respondeat superior from tort law into the corporate criminal realm. A corporation may be convicted for its agent's unlawful acts when the agent acted within the scope of his or her actual or apparent authority. Another theory of corporate criminal liability is the "collective knowledge doctrine." As knowledge of criminal activity is often the scienter element of a particular crime, the requisite knowledge can be imputed to the corporation based on the collective knowledge of the directors and officers.

Significance of Par Value of a Stock

Common stock and other securities may be issued with or without a stated face value or "par" value. Issuing stock with or without par or face value may have several consequences.

Business Law

Companies Listed on the New York Stock Exchange)