Originally from:
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Hardcover
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Electronic
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CHAPTER 47
SOME SPECIAL PROBLEMS
OF PUBLICLY HELD CORPORATIONS
IN MINNESOTA
§ 47.01 An Overview of the Publicly Held Corporation’s Legal
Setting
Large corporations that issue securities to the public and engage in
activities that seriously affect the economy are subject to “substantial
government regulation, not under state corporate statutes as such, but
under separate regulatory legislation at the federal level, largely based on
federal power over interstate and foreign commerce and the mails, and at
the state level, based on state police powers.”1 Corporations that issue
securities to the public are subject to federal securities legislation.2
For example, the Securities and Exchange Commission (SEC)
administers federal securities legislation consisting of six principal
statutes: (1) the Securities Act of 1933;3 (2) the Securities Exchange Act
of 1934;4 (3) the Public Utility Holding Company Act of 1935;5 (4) the
Trust Indenture Act of 1939;6 (5) the Investment Company Act of
1940;7and (6) the Investment Advisers Act of 1940.8
Roger J. Magnuson is a Partner at Dorsey and Whitney, LLP, where he serves as Head of the National Strategic Litigation Group and has practiced since 1973. He has been recognized as one of the top trial lawyers in the United States by major national and international publications, including Chambers International Guide to American Lawyers, which profiles the top 500 trial lawyers in the United States, Best Lawyers in America, Who's Who in American Law, and Who's Who in America. Mr. Magnuson was also recognized by a Journal of Law and Politics' survey for Judge's Choice "Wins Most Cases."
Some high profile cases that he has litigated include representation of the Florida Senate in the Bush v. Gore election controversy in 2000; and representation of the Plaintiffs in the widely publicized and studied Mall of America case. For several years he has represented, among other persons and entities, the Minnesota Twins and Major League Baseball principals and players in litigation; and has litigated national and local cases in federal and state court venues. He has appealed before the Supreme Court in a number of cases; as well as the Minnesota Supreme Court. He has authored several articles and 7 books.
Richard A. Saliterman is a Principal in Saliternan & Siefferman P.C., a full-service firm in Minneapolis established in 1976. Mr. Saliterman is a leading expert on corporate business matters, and is the author of several publications on business start-ups, franchises, and trademarks. Mr. Saliterman is the former National Judge Advocate for the U.S. Navy League, based in Washington D.C.
Contributing Editor:
Amanda Chang
Contributing Authors:
Alecia Anderson
Seth Back
John Baker
Shannon Berg
Constatin Burachek
Benjamin Carpenter
Ryan Check
Carl Christensen
Peter Fear
Michael Frasier
Aaron Hall
Catherine Hanson
Paul Harman
Amy Ithlan
Michael Kern
Chris Kuhlman