Steven A. O'Rourke, J.D.

For any proposed corporate transaction, an “interested” director is one who expects to derive a personal financial benefit different from that expected by the corporation and its stockholders.  The issue can arise, for example, when the board is voting on an employment contract with a CEO/director or on a patent assignment from a director holding a related patent.  That’s the interested director problem - how to permit the corporation to take advantage of the best available opportunity and yet minimize the effect of the director’s conflict of interest.

This Article first appeared in Micro-Cap Review

In the “Crash of 2008,” some of the world's biggest banks, hedge funds, the super rich and famous, pensions and charities all wish they had been more careful with their investments.  Our concept of due diligence has origins in the Crash of 1929, and today it has broad meanings.  What we once called “post-Enron” is now “post-Lehman” and “post-Madoff,” with more expected to come. Investors  In the micro-cap market, investors and corporate leaders are likely to influence the scope and budget of due diligence.  Unfortunately, the greatest need for due diligence often arises in the micro-cap market

This Article first appeared in Micro-Cap Review

                                  Business people are often puzzled that securities laws apply to their funding efforts.  They often believe that, because they are not selling “stock” or advertising beyond word of mouth (or word of email), or are selling only to 5 or 6 people, their funding efforts are somehow under the radar of the “Wall Street” laws.  Not so.  This article alerts you that securities law is complex and expansive, in scope and effect,

This Article first appeared in Joel Block's Growth-Logic Blog

Business leaders have a passion to compete and win.  How-to books tell them, “Make it happen.”  But, like a roughing-the-passer penalty, there are limits.  Last week, C. S. Chung, V.P. of Monitor Sales (including flat-screen TVs) for LG, pled guilty in a San Francisco federal court in a global conspiracy to fix prices in the sale of LCD screens. He got a 7-month vacation at Club Fed .  LG company agreed to pay a $400 million criminal fine.  The next day, Sharp Corp. pled guilty (a $120 million criminal fine) to conspiracy to fix prices of display panels sold to Dell, Apple and Motorola.

This Article first appeared in Joel Block's Growth-Logic Blog

You can reduce exposure to legal liability by learning the differences and interplay of the different legal regimes that apply to shareholders, directors and officers, respectively.  When a prospective client asks me to create a corporation, I always assure the client knows the general law before I start preparing documents.          

This Article first appeared 02/12/09 in Joel Block's Growth-Logic Blog

In my 30 years of experience, I've seen lots of views of the rights of minority shareholders, 99% of which are WRONG.  These 10 tips can give you a general idea of the issues but you'll need to contact an expert, such as moi, to properly analyze your specific facts and local law.

This Article first appeared 2/26/09 in Joel Block's Growth-Logic Blog