Pam R. Fillmore, Attorney at Law

Business Law

Disclosure of Material Facts
The duty of disclosure is a component of the duty of loyalty, but it also implicates the director's obligation to act with due care and in good faith. As part of the duty of care, a director should reveal all relevant material information that he possesses about a transaction to all who are in the position of making a decision about that transaction. The director has a duty to make an informed decision because it will ultimately affect the corporate interest and welfare. More...
Securities Law> Additional Offerings, Disclosure & the Securities Exchange Act of 1934> Issuer Reports & Recordkeeping
(Fair Disclosure Requirements for Public Companies) More...
Public Reporting Requirements for Major Company Events
Major events for public companies must be made public through the filing of Form 8-K with the Securities and Exchange Commission. Form 8-K must be filed within four days after the events outlined in Sections 1 through 5 and 9 below. More...
The Rule 505 Exemption from Registration Requirements for Small Securities Offerings
Before selling shares of stock to the public, a company normally must file a detailed registration statement with the Securities and Exchange Commission. The usual registration statement must contain a prospectus with audited financial statements and other information required for review by Commission staff. However, several exemptions from registration requirements are available for stock offerings that are of lesser value or sold to restricted categories of purchasers. More...
Corporation Governance: Meetings and Voting
Control of a corporation is exercised through its board of directors. Shareholders in turn elect the directors. In addition to straight voting of one vote per share, there are several methods provided by statute or corporate charter for calculating shareholder votes, including cumulative, class, weighted, and supermajority voting. More...

Areas of Practice

  • Business Law
  • Corporations and Contracts
  • Construction
  • Wills and Estates
  • Financial Services
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