Chapter 28 - Government regulation of corporate business. After completing this chapter, students will be able to: Explain the development of the federal government’s power to regulate business, describe the source of state power to regulate business, explain how the securities and exchange commission prevents unfair practices,...
Business Law with UCC Applications,13e Government Regulation of Corporate Business Chapter 28 McGrawHill/Irwin Copyright © 2013 by The McGrawHill Companies, Inc. All rights reserved Learning Objectives Explain the development of the federal government’s power to regulate business Describe the source of state power to regulate business Explain how the Securities and Exchange Commission prevents unfair practices Explain per se antitrust violations of antitrust law Explain the rule-of-reason standard in antitrust law 282 Learning Objectives (cont.) Outline the general provisions of all Post-Sherman antitrust laws Define the various techniques of corporate expansion Contrast the interest of the Securities and Exchange Commission with that of the Federal Trade Commission in corporate expansion 10.Identify the two ways that a corporation may undergo dissolution 11 Explain the circumstances under which a limited liability company may undergo dissolution 283 Government Regulation of Corporate Business • Business and the Constitution – The Commerce Clause of the Constitution – The Judicial–Economic System – State Regulatory Power 284 Government Regulation of Corporate Business • The Judicial–Economic System – Reasoning by Analogy – Balancing Individual and Regulatory Justice – Controlling Legal Change 285 Government Regulation of Corporate Business • Securities Regulation – Securities Act of 1933 – Securities Exchange Act of 1934 – Dodd-Frank Wall Street Reform and Consumer Protection Act 286 Government Regulation of Corporate Business • Dodd-Frank Wall Street Reform and Consumer Protection Act – The Wall Street Transparency and Accountability Act – Title XI Investor Protection and Securities Reform Act 287 Government Regulation of Corporate Business • Antitrust Regulation – Sherman Antitrust Act – Post-Sherman Antitrust Legislation 288 Government Regulation of Corporate Business • Sherman Antitrust Act – Per Se Violations – Rule-of-Reason Standard – The Evolving Nature of the Twin Standards 289 Government Regulation of Corporate Business • Post-Sherman Antitrust Legislation – Clayton Act – Robinson- Patman Act – Federal Trade Commission Act – The Foreign Trade Antitrust Improvements Act (FTAIA) 2810 Government Regulation of Corporate Business • Tactics of Corporate Expansion – Expansion Tactics and Securities Law – Expansion Tactics and Antitrust Law 2811 Government Regulation of Corporate Business • Expansion Tactics and Securities Law – Merger and Consolidation – Asset Acquisition – Stock Acquisition – Post-Offer Techniques – Pre-Offer Techniques – Takeover Bids and the SEC 2812 Government Regulation of Corporate Business • Expansion Tactics and Antitrust Law – Expansion Attempts – Hart-Scott- Rodino Antitrust Act – The Tunney Antitrust Act 2813 Government Regulation of Corporate Business • The Government and Corporate Dissolution – Involuntary Dissolution – Voluntary Dissolution 2814 Government Regulation of Corporate Business • Dissolution of a Limited Liability Company – Circumstances of Dissolution – Effects of Dissolution 2815 ... violations of antitrust law Explain the rule-of-reason standard in antitrust law 28? ?2 Learning Objectives (cont.) Outline the general provisions of all Post-Sherman antitrust laws Define the various... Violations – Rule-of-Reason Standard – The Evolving Nature of the Twin Standards 28? ?9 Government Regulation of Corporate Business • Post-Sherman Antitrust Legislation – Clayton Act – Robinson- Patman... Corporate Business • Expansion Tactics and Antitrust Law – Expansion Attempts – Hart-Scott- Rodino Antitrust Act – The Tunney Antitrust Act 28? ?13 Government Regulation of Corporate Business •