Our discussion on the laws and regulations that may pertain to your business in regard to finance will focus predominantly on securities and antitrust laws, however, we’ll touch on bankruptcy, in case your business is currently facing it or needs to in the future. These regulations, laws and procedures exist not only to protect investors, but also to protect your business and encourage fair practices. Like all business related laws and regulations, they can at first seem daunting and complex. However, it’s our continued hope that we can guide you in your desire to understand how to comply with these laws and regulations.
When it comes to securities, being open and honest in reporting is one of the keys to complying with the laws and regulations implemented by the SEC (Securities and Exchange Commission). However, there’s more to it than transparent communication with potential and current investors and timely submission of forms and applicable fees. Building an understanding of the ways in which your business may be liable in the sale of securities is crucial (for example, you are liable for the statements you make depending on what they communicate and/or imply).
The FTC (Federal Trade Commission) identifies three core antitrust laws:
- The Sherman Act: When most people think of monopolies being illegal, they’re thinking of the Sherman Act, which dictates sometimes severe penalties for attempts to unreasonably restrict the market—for example, by fixing prices.
- The Federal Trade Commission Act: In some cases the FTC Act can go hand-in-hand with the Sherman Act, because it centers around unfair or deceptive practices.
The Clayton Act: This act covers many of restricted or barred practices that don’t fall under the Sherman Act, such as (but not inclusive of):
- Mergers & acquisitions wherein decisions are made by the same person/unit for competing businesses
- Discriminatory prices and services
An example of how to comply with Antitrust laws would be if your company is planning a merger with another large business in the same market, you may be required to notify the federal government in advance of these plans (Clayton Act).
When it comes to understanding bankruptcy, it’s best to understand the different types. For example, if you have a plan to facilitate financial recovery, Chapter 11 Bankruptcy would perhaps be a better path for your business than Chapter 7. Sole Proprietorships can file for Chapter 13, which requires a debt-repayment plan (the same way it does for individuals pursuing this type of bankruptcy). Chapter 12, the fourth type of bankruptcy, applies more specifically to groups such as family farmers and fishermen.