69-83 Flashcards
Type of Shares
Common stock or other classes of stock with a unique bundle of rights to attract investors for the corporation.
Dividends
Payments made to shareholders that come from the earnings of stock.
Proxy
Power of attorney given by shareholders to another to vote on behalf of their shares.
Shareholder Agreements
Agreements between shareholders of a corporation / and the means of attaining control over corporate affairs.
Insider
A person who has a fiduciary relationship with a corporation / requiring him to keep non-public information confidential.
Common law Insider Trading
Buying or selling of stock by a corporate officer who profits from inside information.
Special Facts Doctrine
Doctrine holding that corporate officer with SUPERIOR KNOWLEDGE gained by being an insider /owes a fiduciary duty to disclose information with shareholders when it’s fair to do so.
Rule 10b-5
It’s unlawful for any person, directly or indirectly, by means of interstate commerce or mail, or any facility of national securities exchange, to use any fraudulent or manipulative devices in connection with the purchase of securities.
Tipper
Insider who discloses inside information for trading or other personal purposes.
Tippee
Non-insider who receives inside information from a tipper / and is liable if he trades knowing there was a breach of fiduciary duty made by the tipper.