Business Newsletters

Employment Law

Protection for Workplace Safety Whistleblowers

Pre-Incorporation Contracts of Promoters

Persons who enter into contracts on behalf of a corporation yet to be formed are considered "promoters." Such pre-incorporation contracts raise issues regarding the rights and liabilities of the promoter and the new corporation.

Sales of Foreign Options and Futures to U.S. Customers

The United States Commodity Futures Trading Commission regulates the offer and sale of foreign futures and options contracts to customers in the United States. Part 30 of rules of the Commission requires that sellers of such contracts must register with the Commission or seek an exemption from registration and that any seller, whether or not registered, must not engage in fraudulent activities.

Application of the De Facto Merger Doctrine to Acquisition of Corporate Assets

Companies which otherwise are attractive acquisition targets may have contingent liabilities that are difficult to assess. For example, a paint manufacturer may have used ingredients that later prove to be toxic. Present and future liability of the manufacturer for damages from sales of products with those ingredients may be anticipated, but the scope and cost of that liability may be too difficult to determine to support an acquisition value for the manufacturer.

Arbitration of Securities Disputes

Although persons may not be required to arbitrate rather than litigate their claims, they may by contract agree to arbitrate any claims that arise under the contract.