How JustAnswer Works:

  • Ask an Expert
    Experts are full of valuable knowledge and are ready to help with any question. Credentials confirmed by a Fortune 500 verification firm.
  • Get a Professional Answer
    Via email, text message, or notification as you wait on our site.
    Ask follow up questions if you need to.
  • 100% Satisfaction Guarantee
    Rate the answer you receive.

Ask Zachary Your Own Question

Zachary
Zachary, Attorney
Category: Business Law
Satisfied Customers: 3909
Experience:  Internationational Commercial Attorney
17219180
Type Your Business Law Question Here...
Zachary is online now
A new question is answered every 9 seconds

Hello: I have a slander and defamation case against the CEO

Resolved Question:

Hello: I have a slander and defamation case against the CEO and the small publicly traded company that he is the majority shareholder of. I was under the impression that it is a legal requirement of his reporting to the public that he make shareholders, investors and the SEC aware of lawsuits against him and his company. I am in Canada but the company trades publicly and the CEO and head office is in Canada. What are the reporting obligations of a publicly traded company regarding lawsuits against the company and its ownership CEO?
Submitted: 11 months ago.
Category: Business Law
Expert:  Fran-mod replied 11 months ago.
I'm Fran, and I’m a moderator for this topic.

We have been working with the professionals to try to help you with your question. Sometimes it may take a bit of time to find the right fit. I was checking to see if you had already found your answer or if you still needing assistance from one of the professionals.

Please let me know if you wish to continue waiting or if you would like for us to close your question.Also remember that JustAnswer has a multitude of categories to help you with all your needs from Health, Pets, Computers, Cars, Finance, Law, to Home Improvement, and more.
Customer: replied 11 months ago.

I am happy to be patient as my questions seem to be more complex than others sometimes. Ideally the right lawyer would be a US lawyer familiar with SEC, (Security Exchange Commission) regulations.

Expert:  Fran-mod replied 11 months ago.
Hi Mark.

This is not a US Law question. Are you saying you want to be answered as if it were a US law question? If so, I can move your question to US Business Law, but the answer may not be correct for Canada.

Let me know.
Customer: replied 11 months ago.

I think the answer must come form a lawyer familiar with the US SEC as the governing laws cover companies world wide who trade on the various US exchanges and are governed by SEC regulations. But the company I am involved with legally has Canadian and US offices. I think the best source for an answer would be a US lawyer.

Expert:  Fran-mod replied 11 months ago.
Thanks!

I have moved the matter over to the US law section and will be searching for a legal professional for you.
Expert:  Zachary replied 11 months ago.
Hi,

The Securities and Exchange Act does in fact require that a publically traded corporation disclose lawsuits filed against it. These are generally reported in the company's 10-K report. However, whether a lawsuit pending against a director and major shareholder must be reported is another issue altogether. Liability against the director for a tort such as slander may not be one which may be imputed onto the company itself, and thus the company may not have liability to report.

Further, if the damage amount sought is not clear, then the company does not have anything to report, as a report must include an assessment of potential liability. The issue for reporting is whether the botXXXXX XXXXXne of the company will be affected at all by the litigation, and thus affect the shareholders.

For more information, here is an article regarding disclosure: http://ir.lawnet.fordham.edu/cgi/viewcontent.cgi?article=1106&context=jcfl
Customer: replied 11 months ago.

Thank you for the link and I have only this follow up..."who is responsible for providing the report of assessment of potential liability" ...It may be described in more detail in the link......Thank you

Expert:  Zachary replied 11 months ago.
Interestingly, this is what that article touches on. The company is responsible. Since the 10K is generally signed by an officer, it is that officer who takes on the full responsibility for the 10K's veracity. This generally means that the company should have counsel draft disclosure statements, which then must be approved by the signing officer. If he is the signing officer, then he has personal liability to the shareholders and potentially to the SEC for failing to report correctly.

A complaint regarding the fraudulent 10k may be filed with the SEC at: http://www.sec.gov/complaint/select.shtml

Please let me know if you have any further questions. Please also kindly consider rating my answer positively so that I am compensated by the website for my work on your question. Rating positively does not cause an additional charge and does not prevent us from further discussing your questions.

Best Regards,
ZDN
Zachary, Attorney
Category: Business Law
Satisfied Customers: 3909
Experience: Internationational Commercial Attorney
Zachary and 5 other Business Law Specialists are ready to help you

JustAnswer in the News:

 
 
 
Ask-a-doc Web sites: If you've got a quick question, you can try to get an answer from sites that say they have various specialists on hand to give quick answers... Justanswer.com.
JustAnswer.com...has seen a spike since October in legal questions from readers about layoffs, unemployment and severance.
Web sites like justanswer.com/legal
...leave nothing to chance.
Traffic on JustAnswer rose 14 percent...and had nearly 400,000 page views in 30 days...inquiries related to stress, high blood pressure, drinking and heart pain jumped 33 percent.
Tory Johnson, GMA Workplace Contributor, discusses work-from-home jobs, such as JustAnswer in which verified Experts answer people’s questions.
I will tell you that...the things you have to go through to be an Expert are quite rigorous.
 
 
 

What Customers are Saying:

 
 
 
  • Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises! Gary B. Edmond, OK
< Last | Next >
  • Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises! Gary B. Edmond, OK
  • My Expert was fast and seemed to have the answer to my taser question at the tips of her fingers. Communication was excellent. I left feeling confident in her answer. Eric Redwood City, CA
  • I am very pleased with JustAnswer as a place to go for divorce or criminal law knowledge and insight. Michael Wichita, KS
  • PaulMJD helped me with questions I had regarding an urgent legal matter. His answers were excellent. Three H. Houston, TX
  • Anne was extremely helpful. Her information put me in the right direction for action that kept me legal, possible saving me a ton of money in the future. Thank you again, Anne!! Elaine Atlanta, GA
  • It worked great. I had the facts and I presented them to my ex-landlord and she folded and returned my deposit. The 50 bucks I spent with you solved my problem. Tony Apopka, FL
  • Wonderful service, prompt, efficient, and accurate. Couldn't have asked for more. I cannot thank you enough for your help. Mary C. Freshfield, Liverpool, UK
 
 
 

Meet The Experts:

 
 
 
  • Law Pro

    Attorney

    Satisfied Customers:

    1426
    20 years experience in business law - sole proprietor, partnership, and corporations
< Last | Next >
  • http://ww2.justanswer.com/uploads/LA/lawpro/2012-6-25_171315_PT206740s.64x64.jpg Law Pro's Avatar

    Law Pro

    Attorney

    Satisfied Customers:

    1426
    20 years experience in business law - sole proprietor, partnership, and corporations
  • http://ww2.justanswer.com/uploads/DC/DCraneEsq/2012-8-14_14436_DCrane.64x64.jpg MShore Law's Avatar

    MShore Law

    Attorney

    Satisfied Customers:

    1233
    Drafted Negotiated and/or Reviewed Thousands of Commercial Agreements
  • http://ww2.justanswer.com/uploads/FL/FLAandNYLawyer/2012-1-27_14349_3Fotolia25855429M.64x64.jpg FiveStarLaw's Avatar

    FiveStarLaw

    Attorney

    Satisfied Customers:

    1162
    25 years of experience helping people like you.
  • http://ww2.justanswer.com/uploads/dkaplun/2009-05-17_173121_headshot_1_2.jpg Dimitry K., Esq.'s Avatar

    Dimitry K., Esq.

    Attorney

    Satisfied Customers:

    1142
    Run my own successful business/contract law practice.
  • http://ww2.justanswer.com/uploads/ohioatty/2009-1-22_185545_me.jpg J.Hazelbaker's Avatar

    J.Hazelbaker

    Attorney

    Satisfied Customers:

    393
    Experienced and trained in the area of business law.
  • http://ww2.justanswer.com/uploads/scottymacesq/2009-6-10_221523_small.jpg RGMacEsq's Avatar

    RGMacEsq

    Attorney

    Satisfied Customers:

    393
    Licensed Texas General Practice Attorney
  • http://ww2.justanswer.com/uploads/BA/barristerinky/2012-6-10_22423_office.64x64.jpg Barrister's Avatar

    Barrister

    Attorney

    Satisfied Customers:

    301
    13 years practicing attorney, MBA
 
 
 

Related Business Law Questions