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Registration of a Public Offering with the Securities and Exchange Commission

A company that decides to sell its stock to the public must file a registration statement with the Securities and Exchange Commission. The registration statement is made public as it is filed. However, the company may not sell its securities described in the registration statement until staff of the Commission has declared that the registration statement is effective.

Continuity of Existence in Choosing a Form of Business Organization

Continuity of existence is an important factor in choosing the structure of a business. The value of a business when viewed as a continuing or "going" concern is likely to be considered higher than the same business if it is being dissolved and its value is being distributed.

The Federal Antitrust Law Exemption for State Action

Federal antitrust laws are considered inapplicable to economic regulation by the States. In Parker v. Brown, 317 U.S. 341 (1943), the Supreme Court reasoned that in the "dual system of government" of the United States, any subtraction by Congress from the sovereign powers of the states must be explicitly stated. Nothing in the Sherman Act (the first federal antitrust law) or in the legislative history of the Sherman Act indicated a Congressional intent to subject state regulatory activities to the Sherman Act.

Injunctive Relief Under Federal Antitrust Laws

Injunctions may be sought to prevent a violation of federal antitrust laws from occurring or to halt an ongoing violation of the federal antitrust laws. Section 15 of the Clayton Act, 15 U.S.C.S. § 25, provides for injunctions sought by the government. The section gives U.S. District Courts jurisdiction to prevent and restrain violations of the Clayton Act and directs U.S. Attorneys, under the supervision of the Attorney General, to file actions seeking to prevent and restrain the violations. Section 16 of the Clayton Act, 15 U.S.C.S. § 26, authorizes "any person, firm, corporation, or association" to seek injunctive relief against threatened loss or damage by a violation of the antitrust laws.

CONFLICT OF INTEREST

CONFLICT OF INTEREST