Also known as: publicly held corporation · publicly-held corporation · publicly-held corporations · public corporation · publicly traded corporation
Written by attorneys · grounded in primary & secondary sources — see below
A business corporation whose shares are listed for trading on a secondary market such as the New York Stock Exchange or the NASDAQ system.
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Phoenix Technologies faces wire fraud charges in federal district court. As a nongovernmental corporate defendant it files the required statement naming its parent and Precision Tools, a publicly held corporation that owns twelve percent of its shares. The filing satisfies the disclosure obligation triggered by the proceeding.
Paragon Construction, a publicly held corporation, holds its annual meeting. A dissident shareholder group challenges the proxy materials for failing to disclose material information about a proposed bylaw amendment. The court applies the rule that proxy voting dominates decision making in publicly held corporations and requires fuller disclosure.
Prosperity Investments, a publicly held corporation, faces a derivative suit over a compensation decision. The board's independence is examined under the standard that directors must base decisions on corporate merits rather than extraneous influences. The court finds the compensation committee lacked sufficient independence.
Patricia Patel, an officer of a publicly held corporation, learns of a major mineral discovery during a confidential meeting. She purchases shares before the announcement. The court evaluates whether the information was material and nonpublic under the fraud-on-the-market framework applicable to publicly held corporations.
Unitrin, Inc., a publicly held corporation, adopts a poison pill and share repurchase plan to deter a hostile bid by American General Corp. The court assesses whether the defensive measures are proportionate to the threat under the enhanced scrutiny standard applied to publicly held corporations facing control contests.
MITE Corp., a publicly held corporation, launches a tender offer for an Illinois target. The state asserts jurisdiction under its takeover statute. The court holds that the statute imposes an unconstitutional burden on interstate commerce when applied to publicly held corporations engaged in nationwide acquisitions.
Publicly held corporations have shares listed for trading on a secondary market such as the NYSE or NASDAQ. Close corporations lack such a listing and typically have fewer shareholders with no ready market for their shares.
Supporting sources
The disclosure assists judges in identifying potential financial conflicts that could require recusal. The rule applies to any nongovernmental corporate party in district court proceedings and covers both parent corporations and qualifying publicly held owners.
Supporting sources
…which take place across state lines, even if wholly outside the State of Illinois. A tender offer for securities of a publicly held corporation is ordinarily communicated by the use of the mails or other means of interstate commerce to shareholders across the country and abroad. Securities are tendered and transactions closed by…