LAW 3102 Study Guide - Final Guide: Securities Fraud
Chapter 35-2
2a.
Sell all of the actual assets in the usual course of its business
A business can sell or lease substantially all of its assets if it's in the regular course of
business (not a fundamental change)
As long as the board of directors agree (farming don’t own land, rent equipment and sell
everything they produce)
2b. They need to go up to highest level, get a majority of the outstanding shares (that we
need) (quorum) approval to sell or lease substantially all of its assets other than usual
course of business
2c. Appraisal rights:
Dissenting shareholder gets if he wants out
Ch 43-8
Director employed by the company (inside director) Tamaka knows inside information and
buys shares for less
Tanaka is liable to damages for Romani
Rule 10b-5 is one of the most imp rules targeting securities fraud
