Our Business Law Newsletters
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Anti-competitive Discrimination By Sellers Under The Clayton Act
The federal Clayton Act contains prohibitions against various specific anti-competitive practices and is designed to supplement the broad prohibitions of the Sherman Act against anti-competitive agreements and monopolization. Section 2 of the Clayton Act, 15 U.S.C.S. § 13, as amended by the Robinson-Patman Act, specifically prohibits discrimination in the price of commodities or in commissions, allowances, services, or facilities if such discrimination is anti-competitive.
Antitrust & Trade Law: Clayton Act
Section 3 of the Clayton Act, 15 U.S.C.S. § 14, makes illegal certain distribution practices. Generally, Section 3 of the Clayton Act makes it illegal to enter into tying arrangements, exclusive dealing contracts, or requirements contracts if such arrangements or contracts tend to lessen competition.
Controlling Shareholder Duties
Owners of a majority of voting shares of a corporation or of sufficient shares to provide working control of the corporation have a duty of fairness toward the corporation and toward other shareholders. The duty of fairness is imposed by courts and includes a substantive duty regarding share prices and a procedural fairness duty requiring that the corporation and its non-controlling shareholders are dealt with fairly and with full disclosure.
Public Reporting Requirements For Major Company Events
Major events for public companies must be made public through the filing of Form 8-K with the Securities and Exchange Commission. Form 8-K must be filed within four days after the events outlined in Sections 1 through 5 and 9 below.
Statutory Conflict Of Interest Provisions
A majority of states have statutes that address director and officer conflicts of interests in corporate transactions. The conflict of interest provisions vary from state to state; however, most states have enacted some version of the conflict of interest provisions contained in the Revised Model Business Corporation Act.