The Antitrust Exemption for Joint Newspaper Operating Arrangements

The Newspaper Preservation Act, 15 U.S.C.S. §§ 1801-1804, provides a limited exemption from antitrust laws for joint operating arrangements between newspapers in a particular locality. The objective of the legislation is to preserve independent reporting and editorial operations of the two newspapers while allowing shared production facilities that through a lowering of costs would allow both newspapers to survive.

Remedies for Dissenting Shareholders and the Deadlocked Corporation

Dissenting shareholders in a publicly-traded corporation may sell or otherwise dispose of their shares and seek as damages any lessening of value of the shares prior to the sale resulting from the matter causing the dissension. However, shareholders in a closely held corporation may not have a reasonable way to dispose of their shares and avoid dissension. Deadlocks among shareholders or directors of closely held corporations thus may result more often in litigation than such conflicts within publicly held corporations.

WASTE OF CORPORATE ASSETS

WASTE OF CORPORATE ASSETS

"Mini" Tender Offers

Tender offers for less than five percent of the stock of a company have been labeled mini-tender offers. Such offers are subject to some regulation but are not subject to the full range of rules enacted to protect investors who own stock in a company for which a full tender offer is made. Thus, while a mini-tender offer may include a premium over market price for a selling shareholder, the lack of all of the protections provided for recipients of a full tender offer suggests a more cautious view of the merits of the mini-tender offer.

Directors' Liability - Torts and Wrongful Acts

TORTS AND WRONGFUL ACTS