| Business & Corporate Entities> Corporations> Directors & Officers> Management Duties & Liabilities |
|
| (Sources of Document Retention Requirements) More... |
|
|
| 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. More... |
|
|
| Investment Adviser Reporting Requirements |
|
| Investment advisers must file Form ADV with the Securities and Exchange Commission or with state offices for regulating securities. Investment advisers who manage $25 million or more in client assets must file the form and register with the Securities and Exchange Commission. Advisers managing smaller amounts of assets must file Form ADV with state securities regulators. More... |
|
|
| Investment Advisor Codes of Ethics |
|
| Rule 204A-1 of the Securities and Exchange Commission, adopted pursuant to the Investment Advisers Act of 1940, requires implementation of codes of ethics by investment advisers. Each adviser's code of ethics must include a standard of conduct and must require compliance with federal securities laws. The codes also must require that investment adviser employees must report their personal stock transactions, and copies of the codes must be made available to clients of the investment advisor. More... |
|
|
| Tortious Interference with a Contract or with Prospective Contractual Relations |
|
| Parties to a contract are entitled to performance of the contract without interference from others. Interference with a contract can lead to claims of tortious interference with performance of the contract or tortious interference with prospective contractual relations. More... |
|
|