Antitrust Liability Limitations for Standards Development Organizations

Under the Standards Development Organization Advancement Act of 2004, a standards development organization (SDO) that registers with the Department of Justice and the Federal Trade Commission will not be subject to treble damage liability in private antitrust actions. Also, the rule of reason rather than a per se illegal analysis will be used in evaluating the anti-competitive effect of any alleged antitrust violations by a registered SDO.

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.

Off-Exchange Foreign Currency Trading

Trading in foreign currency futures and options contracts by retail customers outside of an organized exchange is unlawful unless the party offering the futures and options contracts is a regulated entity described in the Commodity Exchange Act enforced by the Commodity Futures Trading Commission.

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.

Interlocking Directorates

Section 8 of the Clayton Act, 15 U.S.C.S. § 19, prohibits corporations from having the same directors or officers in some instances. Thus, under Section 8, a person may not serve as an officer or director of two non-bank corporations if one of the companies has more than $10 million (adjusted for annual GDP changes) in capital, surplus, and undivided profits and the companies compete so that an agreement between them would eliminate that competition and result in a violation of an antitrust law. An example of a violation of an antitrust law which Section 8 of the Clayton Act is designed to prevent is an agreement between two or more competitors on the prices they charge, which would be a per se illegal agreement under Section 1 of the Sherman Act, 15 U.S.C.S. § 1.