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Full-Text Articles in Law

Protecting Minority Shareholders In Close Corporations: An Analysis And Critique Of The Statutory Protection In The Saudi Companies Law, Abdulrahman Nabil Alsaleh Jan 2019

Protecting Minority Shareholders In Close Corporations: An Analysis And Critique Of The Statutory Protection In The Saudi Companies Law, Abdulrahman Nabil Alsaleh

Theses and Dissertations

Worldwide, the protection of minority shareholders in public corporations has received most of the corporate scholars’ attention. This tendency, therefore, has been reflected in the negligence of the same group but in close corporations. A close corporation minority shareholder confronts distinctive issues caused by the locked-in structure of close corporations. The lack of liquid secondary market, the oppression by majority shareholders, and the high expectations held by minority shareholders all contribute to the minority shareholders’ concern that they may be deprived of a voice in management or opportunistically be taken advantage of by those in power. Although these structural issues ...


Achieving The Purpose Of Federal Diversity Jurisdiction: Why Courts Should Abandon The Current Treatment Of Llcs Under Section 1332, Kristen Curley Jul 2015

Achieving The Purpose Of Federal Diversity Jurisdiction: Why Courts Should Abandon The Current Treatment Of Llcs Under Section 1332, Kristen Curley

Touro Law Review

No abstract provided.


Enduring Equity In The Close Corporation, Lyman P.Q. Johnson Jan 2013

Enduring Equity In The Close Corporation, Lyman P.Q. Johnson

Lyman P. Q. Johnson

This Article develops the theme of change/sameness in corporate law. Written to commemorate the thirty-fifth anniversary of Wilkes v. Springside Nursing Home, Inc., the Article argues that the equitable fiduciary duties so central to Wilkes endure today in the close corporation precisely because equity, by its nature, is so exquisitely adaptive – under constantly changing circumstances − to the ongoing pursuit of a just ordering within the corporation. Unlike fixed legal rules – which are categorical, static, and do not take sufficient account of changes wrought by time or human arationality – equity is malleable and timely as it reckons with the flux ...


Symposium: Fiduciary Duties In The Closely Held Business 35 Years After Wilkes V. Springside Nursing Home: Foreword, René Reich-Graefe Jan 2011

Symposium: Fiduciary Duties In The Closely Held Business 35 Years After Wilkes V. Springside Nursing Home: Foreword, René Reich-Graefe

Faculty Scholarship

On October 15, 2010—exactly fifty-nine years to the day after the opening of the original nursing home operation in 1951 which formed the core business asset of the closely held Springside Nursing Home, Inc. corporation—the Western New England University School of Law and School of Business jointly hosted their 2010 Academic Conference on “Fiduciary Duties in the Closely Held Business 35 Years after Wilkes v. Springside Nursing Home.” As with installments from prior years, the Conference was sponsored by the Western New England University Law and Business Center for Advancing Entrepreneurship. This Article examines the case of Wilkes ...


Enduring Equity In The Close Corporation, Lyman P.Q. Johnson Jan 2011

Enduring Equity In The Close Corporation, Lyman P.Q. Johnson

Scholarly Articles

This Article develops the theme of change/sameness in corporate law. Written to commemorate the thirty-fifth anniversary of Wilkes v. Springside Nursing Home, Inc., the Article argues that the equitable fiduciary duties so central to Wilkes endure today in the close corporation precisely because equity, by its nature, is so exquisitely adaptive – under constantly changing circumstances − to the ongoing pursuit of a just ordering within the corporation. Unlike fixed legal rules – which are categorical, static, and do not take sufficient account of changes wrought by time or human arationality – equity is malleable and timely as it reckons with the flux ...


A Voice-Based Framework For Evaluating Claims Of Minority Shareholder Oppression In The Close Corporation, Benjamin Means Jan 2009

A Voice-Based Framework For Evaluating Claims Of Minority Shareholder Oppression In The Close Corporation, Benjamin Means

Faculty Publications

No abstract provided.


Oppression Of Minority Shareholders In Close Corporations: The Dissolution And Buy Out Remedies, Alexis Wochenmarkt Jan 1997

Oppression Of Minority Shareholders In Close Corporations: The Dissolution And Buy Out Remedies, Alexis Wochenmarkt

LLM Theses and Essays

To understand the potentially dramatic consequences of oppression in a close corporation it is in the first instance necessary, to outline the specific characteristics of these corporations. This thesis concentrates on the peculiarities of close corporations. Most states enacted "oppression" as a generic ground for remedial action. This study evaluates the different standards emphasizing reasonable expectations. Reasonable expectations if properly limited appears to be an efficient tool to measure oppression. In other jurisdictions, mainly where oppression is not available as a ground for dissolution, courts encountered the needs of close corporations by enhancing the owed fiduciary duties. Thus, in some ...


What's In A Name: An Argument For A Small Business Limited Liability Entity Statute (With Three Subsets Of Default Rules), Dale A. Oesterle, Wayne M. Gazur Jan 1997

What's In A Name: An Argument For A Small Business Limited Liability Entity Statute (With Three Subsets Of Default Rules), Dale A. Oesterle, Wayne M. Gazur

Articles

The recent proliferation of small business entity forms is primarily a result of their tax characterization. With the recent adoption of the IRS "check-the-box" regulations and, as a consequence, the elimination of traditional tax distinctions, many of these forms have lost their appeal. This article proposes starting over with one form, the "limited liability entity." Part I discusses the history of small business forms. Part II analyzes the current forms in light of the recent check-the- box legislation. Part III discusses the necessity of and rationale behind a unified entity statute. Finally, Part IV outlines a unified limited liability entity ...


The New Maryland Close Corporation Law, William G. Hall Jr Jan 1967

The New Maryland Close Corporation Law, William G. Hall Jr

Maryland Law Review

No abstract provided.


Drafting An Effective Buy-Sell Agreement With Emphasis On Estate Tax Valuation Of Close Corporate Stock, Sidney Clay Kinkead Jr. Jan 1964

Drafting An Effective Buy-Sell Agreement With Emphasis On Estate Tax Valuation Of Close Corporate Stock, Sidney Clay Kinkead Jr.

Kentucky Law Journal

No abstract provided.


Suggestions For Modernizing The Kentucky General Corporation Law To Meet The Needs Of Close Corporations, Willburt D. Ham Jan 1964

Suggestions For Modernizing The Kentucky General Corporation Law To Meet The Needs Of Close Corporations, Willburt D. Ham

Kentucky Law Journal

No abstract provided.


The Close Corporation Under Kentucky Law, Willburt D. Ham Jan 1961

The Close Corporation Under Kentucky Law, Willburt D. Ham

Kentucky Law Journal

No abstract provided.


The Legal Status Of Joint Venture Corporations, Thomas F. Broden, Alfred L. Scanlan Jan 1958

The Legal Status Of Joint Venture Corporations, Thomas F. Broden, Alfred L. Scanlan

Journal Articles

No abstract provided.