Securities Act of 1933 -- The Securities Act of 1933 (also known as the '33 Act) is essentially a consumer protection law for "retail" investors (i.e. not money managers, foundations, pensions, etc.) Its objectives are to provide investors with material financial and other corporate information about issuers of public securities (i.e. stocks and bonds), and to prevent fraud in the offering of such securities.
The Right to Sue for Wrongful Acts -- Common shareholders who feel their rights have been violated also have the right to sue the issuing company. A court has the power to enforce common shareholder rights when corporations are found to have violated their rights, either through a single shareholder complaint or as a class-action lawsuit.
Fiduciary Duties
Corporate directors are subject to the fiduciary duties of care and loyalty. The duty of care requires a director to exercise due care when managing corporate assets. The duty of loyalty requires a director to avoid undisclosed conflicts of interest. Generally, he may not engage in self-dealing by profiting from acts undertaken on behalf of the corporation, other than to receive any compensation authorized by the corporation. This rule is sometimes relaxed when the transaction in question is also approved by disinterested parties. A board may also generally may not take advantage of any business opportunities received as a result of its relationship to the corporation. Fiduciary duties can be used to define many different types of wrongful acts that may or may not be explicitly prohibited by statute but it generally fiduciary duty means that the board member must put the interests of the corporation before his own individual interests.
U.S. law authorizes shareholders to sue corporate directors for wrongful acts that harm the corporation or the value of its shares.
