Newsletters

Reporting Requirements for Public Company Insiders

Officers, directors, and beneficial owners of more than 10 percent of the shares of a public company must report their ownership of shares of the company to the Securities and Exchange Commission. Company officers and directors are considered corporate insiders. Beneficial holders of more than 10% of a class of a company's equity securities registered under Section 12 of the Securities Exchange Act also are considered corporate insiders. Such insiders are required to report their holdings to the Commission when they first acquire company stock and when changes in their ownership occur.

Record Retention Requirements for Securities Brokers and Dealers

Brokers and dealers engaging in securities transactions are required to maintain various records for varying periods under Securities and Exchange Commission rules. For example, "blotters" reflecting all purchases and sales of securities must be retained for six years. Copies of sale or purchase confirmations must be kept in an easily accessible place for two years and then for an additional year thereafter.

An Introduction to Corporations

Various structures are available for a business. A business may be set up, owned, and run as a sole proprietorship, a partnership (limited or general), or a corporation (regular, Subchapter S, or limited liability).

Securities Law> Exemptions From Registration> Exempted Transactions

(The Private Offering Exemption From SEC Registration Requirements)

Minority Shareholder Remedies

Shareholders who control corporations either through majority ownership or ownership of sufficient shares in a particular corporate structure to exercise control have a duty of fairness to minority shareholders. In addition to such fairness required by courts, corporation statutes of most states provide for additional remedies for minority shareholders. Those remedies include appraisal rights, dissolution, and judicial intervention.