Premerger Notification Under Section 7A of the Clayton Act

Section 7A of the Clayton Act, 15 U.S.C.S. § 18a, requires advance notice to federal antitrust enforcement agencies of mergers and acquisitions over a certain size. Pre-merger notification rules must be complied with and notice must be given to the Federal Trade Commission or the Department of Justice before the merger or acquisition may become effective. Those agencies have the option upon receiving proper notification to impose an additional waiting period upon the parties to the transaction in order for the agencies to evaluate any potential effect on competition or tendency toward a monopoly that would suggest an enforcement action to have the merger or acquisition enjoined.

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.

Significance of Par Value of a Stock

Common stock and other securities may be issued with or without a stated face value or "par" value. Issuing stock with or without par or face value may have several consequences.

Antitrust & Trade Law: Sherman Act

Agreements In Restraint of Trade

Restrictions on Short Sales of Securities

A short sale of a security is a sale of the security by an investor before the investor actually owns the security being sold. The investor profits if the value of the security declines between the time of the sale and the time of delivery of the security. Short sales may also allow an investor to lock in changes in value shares already held or to hedge against significant changes in value in securities.