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Articles 1 - 30 of 102
Full-Text Articles in Law
Corporate Governance And The Audit Function In Jordan And The Uk: A Comparative Perspective, Bashar Malkawi
Corporate Governance And The Audit Function In Jordan And The Uk: A Comparative Perspective, Bashar Malkawi
Global Business Law Review
Superior corporate governance forms the bedrock of a prosperous economy. An integral component of outstanding corporate governance is the role of transparent, accurate and freely available information with respect to a company’s books and records. Numerous stakeholders including current and potential investors, business partners, employees, regulators and the public, rely on the integrity of the financial reporting. The law on external auditors in Jordan has undergone significant improvement, yet substantial gaps exist between current law and best practices. The Article focuses on the role of the auditor in ensuring superior corporate governance. The goal of this Article is to assess …
Covid-19 Relief For Opportunity Zone Funds And Investors, Adam Wallwork, Gary Hecimovich
Covid-19 Relief For Opportunity Zone Funds And Investors, Adam Wallwork, Gary Hecimovich
Cleveland State Law Review
This Article describes how temporary changes to the qualified opportunity zone (QOZ) tax incentive, combined with new reliance regulations that clarify the requirements for qualified opportunity zone businesses (QOZBs) to modify their written plans to expend working capital in response to the ongoing coronavirus emergency, will make more individuals and entities eligible for federal tax stimulus by increasing flexibility for the qualified opportunity funds (QOFs) and QOZBs in which they invest to redeploy their capital into qualifying business development projects in a QOZ.
The Rise Of Environmental, Social And Corporate Governance Disclosures In The United States And Mandatory Human Rights Due Diligence In Europe: Implications For U.S. Lawyers, Marie-Claude Jean-Baptiste
The Rise Of Environmental, Social And Corporate Governance Disclosures In The United States And Mandatory Human Rights Due Diligence In Europe: Implications For U.S. Lawyers, Marie-Claude Jean-Baptiste
Global Business Law Review
Over the past decade, due in part to the devastating impact of the global financial crisis of 2008 and growing awareness of climate change, the world witnessed increasing interest on the part of society in general, and investors in particular, for responsible business. “Responsible business” is the concept that business should be conducted in a way that 1) does not violate fundamental rights of the people affected by the business activity; 2) does not exacerbate environmental harm; and 3) complies with basic principles of good governance. Society’s interest in responsible business has been reflected in growing pressure on businesses to …
Veterinary Reporting And Immunity Laws In The United States: How This Model Law Could Positively Impact National Veterinary Practices And International Animal Law, Rachel Al-Alami
Global Business Law Review
This Note highlights the importance of animal law, including its impact on human violence and international businesses involving animals. The issues in veterinary reporting of suspected animal abuse must be addressed, as it has a direct effect on exposing the link between animal violence and human violence. Each state is encouraged to adopt the legislation proposed by this Note; it aims to reform the laws surrounding veterinary reporting of suspected animal abuse, and it provides veterinary professionals with immunity for reporting in good faith. This Note discusses the background of animal law, including the current state of affairs for both …
Late To The Crowd: How Ohio's Crowdfunding Bill Fails To Achieve Inclusiveness And Efficiency, Nathan E. Hill
Late To The Crowd: How Ohio's Crowdfunding Bill Fails To Achieve Inclusiveness And Efficiency, Nathan E. Hill
Cleveland State Law Review
Almost half of all small and medium sized businesses within the United States fail within the first five years. One of the main contributing factors to that failure is the inability to raise enough money to operate. While there are many ways for businesses to raise operating capital, the most accessible and sometimes the most efficient way is through a process called equity-based crowdfunding—the offering of shares in exchange for an investment raised through an online portal. In 2012, after seeing the success of equity-based crowdfunding in other countries, the United States passed the Jumpstart Our Business Startups Act (JOBS …
Reexamining The Vicarious Criminal Liability Of Corporations For The Willful Crimes Of Their Employees, Evan Tuttle
Reexamining The Vicarious Criminal Liability Of Corporations For The Willful Crimes Of Their Employees, Evan Tuttle
Cleveland State Law Review
Corporate compliance programs in the United States have evolved substantially in the past several decades, expanding exponentially in both number and scope. Yet, our legal standard of corporate criminal liability for the acts of employees has remained largely unchanged for the past fifty years. United States v. Hilton Hotels established that a corporation can be held liable for the acts of its employee, even though the employee’s conduct may be contrary to their actual instructions or contrary to the employer’s stated policies. That holding, cited with favor by the Supreme Court, was based on a deeply flawed interpretation of precedent, …
Grab The Fire Extinguisher Comparing Uk Schemes Of Arrangement To U.S. Corporate Bankruptcy After Jevic, David S. Stevenson
Grab The Fire Extinguisher Comparing Uk Schemes Of Arrangement To U.S. Corporate Bankruptcy After Jevic, David S. Stevenson
Cleveland State Law Review
Corporations overwhelmed with debt frequently turn to the courts for help to restructure their credit obligations, but some courts are more helpful than others. This is especially true when creditors cannot agree on a particular resolution, let alone when some creditors will not be paid at all. International corporations often have a choice of forum—and substantive insolvency law—based on their legal and physical presence in dozens or even hundreds of countries. The UK and U.S. offer different avenues for using insolvency law to restructure debts without total liquidation, and the American avenue has become more difficult to navigate thanks to …
Agribusiness And Antitrust: The Bayer-Monsanto Merger, Its Legality, And Its Effect On The United States And European Union, Aleah Douglas
Agribusiness And Antitrust: The Bayer-Monsanto Merger, Its Legality, And Its Effect On The United States And European Union, Aleah Douglas
Global Business Law Review
This note examines the current and historical antitrust laws of the United States and the European Union as they relate to the currently pending merger between Bayer and Monsanto. It focuses alternatively on the legality of the merger under modern antitrust laws and the impact such a deal could have on the agribusiness industry in both Europe and the United States. Ultimately, the note argues that the Bayer-Monsanto merger is illegal and should be blocked by the proper authorities in the United States and the European Union.
Expelling Law Firm Partners, Douglas R. Richmond
Expelling Law Firm Partners, Douglas R. Richmond
Cleveland State Law Review
Law firm partners may be de-equitized or expelled by their firms in good times as well as lean. Such actions appear to be on the upswing. There are, however, relatively few cases on these subjects. The leading case, Holman v. Coie, is dated; the practice of law, at least in large law firms, has changed considerably in the thirty plus years since Holman was decided. Looking ahead, courts must carefully reanalyze the intra-firm duty of good faith and fair dealing. Rather than confining liability to cases of economic predation, courts should review partner de-equitizations and expulsions under either excluder or …
Piercing The Corporate Veil In Ohio: The Need For A New Standard Following Dombroski V. Wellpoint, Inc., Case Comment, Margaret A. Sweeney
Piercing The Corporate Veil In Ohio: The Need For A New Standard Following Dombroski V. Wellpoint, Inc., Case Comment, Margaret A. Sweeney
Cleveland State Law Review
Part II.A of this Comment will discuss the history and purpose of the doctrine of piercing the corporate veil. Part II.B will describe the evolution of this doctrine within Ohio from the development of the Belvedere three-part test, through the conflict among the courts of appeals that gave rise to the Supreme Court of Ohio's latest attempt at clarification. Part III will discuss the facts and procedural history of Dombroski v. WellPoint, Inc. Part IV.A will show how the Supreme Court of Ohio's modification of the Belvedere test will inevitably cause another conflict among the courts of appeals. Part IV.B …
Ohio's New Partnership Law , Jeanne M. Rickert
Ohio's New Partnership Law , Jeanne M. Rickert
Cleveland State Law Review
This article focuses on key areas where Chapter 1776 and RUPA reflect changes in the law of partnerships. This article also highlights how Chapter 1776 differs from RUPA so that lawyers can tailor agreements to Ohio law, and lawyers and courts considering questions of Ohio partnership law can take into account statutory variations when considering the persuasiveness of case law from other jurisdictions that may not have the same statutory rules.
The Role Of Financial Journalists In Corporate Governance, Michael J. Borden
The Role Of Financial Journalists In Corporate Governance, Michael J. Borden
Law Faculty Articles and Essays
This Article pursues the important theme of disclosure, but focuses on a feature that has remained almost entirely overlooked by corporate and securities law scholars: the role of financial journalists in corporate governance. This omission is perhaps due to the fact that journalists do not fit easily into a legal discussion because they are largely unregulated. They are, in a sense, not legal actors, and, therefore do not comfortably become the subject of a legal prescription. Nevertheless, journalists contribute in many ways to the legal system at large and the system of corporate governance in particular.This Article uses case studies …
Corporate Complicity Claims: Why There Is No Innocent Decison-Maker Exception To Imputing An Officer's Wrongdoing To A Bankrupt Corporation, Jonathan Witmer-Rich
Corporate Complicity Claims: Why There Is No Innocent Decison-Maker Exception To Imputing An Officer's Wrongdoing To A Bankrupt Corporation, Jonathan Witmer-Rich
Law Faculty Articles and Essays
This Article evaluates the innocent decision-maker exception in light of the doctrinal foundations of the in pari delicto defense and the Wagoner rule, general principles of agency law, and the lower court decisions that address these issues. It concludes that the innocent decision-maker exception is a doctrinal error, traceable to the logical misstep of a single lower court whose decision continues to be mistakenly followed. The innocent decision-maker exception is inconsistent with the basic principles of agency law that underlie imputation in the context of in pari delicto and the Wagoner rule. No court of appeals has explicitly addressed the …
Directors' Duty Of Care To Monitor Information Systems In Hmos: Some Lessons From The Oxford Health Plan, Mary E. O'Byrne
Directors' Duty Of Care To Monitor Information Systems In Hmos: Some Lessons From The Oxford Health Plan, Mary E. O'Byrne
Journal of Law and Health
Given this scale of investment, the centrality of information systems to the success of an HMO, the obligation of regulatory compliance, plus the attention now focused on the year 2000 "millenium bug" problem, information systems are clearly a major area of concern and oversight by corporate directors. This paper analyzes the role of information systems in HMOs and the nature of the HMO directors' duty of care in monitoring the integrity of the information systems to determine when directors may be held personally liable for losses suffered by the corporation when the systems collapse. Section I addresses in general the …
State Securities Litigation May No Longer Be A Class Act: Federal Preemption Looms On The Horizon, Susan J. Becker
State Securities Litigation May No Longer Be A Class Act: Federal Preemption Looms On The Horizon, Susan J. Becker
Law Faculty Articles and Essays
State courhouse doors may soon be closed to class actions by shareholders of nationally traded stocks seeking redress for alleged misstatements and omissions in the issuer's financial forecasts.
The Criminal Corporation: Is Ohio Prepared For Corporate Criminal Prosecutions For Workplace Fatalities, Judy K. Broussard
The Criminal Corporation: Is Ohio Prepared For Corporate Criminal Prosecutions For Workplace Fatalities, Judy K. Broussard
Cleveland State Law Review
Although the public perception of the meaning of the term "corporate crime" includes white collar crimes such as embezzlement and insider trading, today corporate crime encompasses another meaning in American jurisprudence-violent corporate crime. Corporations charged with such violent crimes generally fall into two categories: (1) those that manufacture or market consumer products which cause death within the general public, and (2) those whose employees are killed due to fatal accidents within the workplace. The usual legal recourse against a corporation responsible for the death of a person, in either of the above categories, is the filing of a civil wrongful …
Piercing The Corporate Veil: A Different Delaware Beyond The Boardrooms, Robert Hornstein, Daniel Atkins
Piercing The Corporate Veil: A Different Delaware Beyond The Boardrooms, Robert Hornstein, Daniel Atkins
Cleveland State Law Review
It is likely that most people today think only of Delaware as a summer vacation destination, or as corporate America's adopted home, but not as home to poverty that bears all the ugly markings of despair, deprivation and neglect. To look at Delaware beyond its boardrooms today is to witness the contradictions and consequences of an economy fueled by the promise that what would be good for the nation's banks and the wealthy would necessarily be good for all Delawareans-and most notably Delaware's poor. Over the course of the last ten years, Delaware's economic renaissance and its legislative centerpiece, the …
Is The Imposition Of Fiduciary Responsibilities Running From Managers, Directors, And Majority Shareholders To Minority Shareholders Economically Efficient, Mark Blair Barta
Is The Imposition Of Fiduciary Responsibilities Running From Managers, Directors, And Majority Shareholders To Minority Shareholders Economically Efficient, Mark Blair Barta
Cleveland State Law Review
The following article will address the issue of the extent to which minority shareholders should be recognized to have a legal right which reflects the responsibilities of the management to the shareholders as a group. It will then address the issue of whether the imposition of "fiduciary duties" as traditionally defined furthers the goal of protecting minority shareholders. It concludes that while minority shareholders need more protection than the corporate structure (absent the imposition of extrinsic duties) can give them, the imposition of "fiduciary duties" is not a proper response. In order to explore these issues, the article will analyze …
Advising The Family Business Owner In Succession Planning: The Daughter Option, Debra G. Simms
Advising The Family Business Owner In Succession Planning: The Daughter Option, Debra G. Simms
Cleveland State Law Review
This article will explore the role of the family business in our economy, discuss the importance of its continuity, and suggest that women should be given a greater opportunity to succeed in their own family's business. The final section will analyze whether lawyers can respond to the changing values prompted by the women's movement and counsel clients to explore the possibility that their daughter may be the best successor to the family business.
Post Smith V. Van Gorkom Director Liability Legislation With A Proactive Perspective, Lynn A. Howell
Post Smith V. Van Gorkom Director Liability Legislation With A Proactive Perspective, Lynn A. Howell
Cleveland State Law Review
The Van Gorkom decision was viewed by many as the catalyst which triggered the dramatic increases in the number of shareholder suits filed, director and officer (hereinafter D & 0) insurance policy cancellations, skyrocketing premiums, and the flight of the outside directors.' Devastating decisions like Van Gorkom could be prevented or at least be of a lesser magnitude if corporate counsel chose to use the proactive approach to corporate representation by employing the techniques of preventive law. The theory is similar to the time honored cliché "an ounce of prevention is worth a pound of cure." This Article will address …
Mergers And Acquisitions: The Quintessence Of Change, James C. Freund
Mergers And Acquisitions: The Quintessence Of Change, James C. Freund
Cleveland State Law Review
I wrote a book in the mid-'70's entitled ANATOMY OF A MERGER, a guide to handling negotiated acquisitions. Looking back from the vantage point of a decade later, I was struck by the tremendous changes that had taken place in terms of how acquisitions of public companies are accomplished. Today, the hostile takeover has so permeated the public company acquisition scene that it has entirely altered the way that lawyers and others who ply this trade accomplish their goals.
State Takeover Legislation And The Commerce Clause: The Foreign Corporations Problem, Jed Rubenfeld
State Takeover Legislation And The Commerce Clause: The Foreign Corporations Problem, Jed Rubenfeld
Cleveland State Law Review
How far may one state go in regulating another state's corporations? Traditionally, the answer to this question has been that a state may not regulate a foreign corporation's "internal" affairs., The incorporating state alone, it is said, may govern matters affecting the corporation, its stockholders and directors inter se. ... Whether viewed from the standpoint of the constitutional text, precedent, or policy, it cannot per se violate the Commerce Clause for a state to regulate the "internal affairs, "or in particular the shareholder voting rights, of a corporation that is nominally foreign, but that has its most substantial business and …
Where Have All The Directors Gone: Corporate Director And Officer Liability And Coping With The Insurance Crisis, Richard A. Myers Jr.
Where Have All The Directors Gone: Corporate Director And Officer Liability And Coping With The Insurance Crisis, Richard A. Myers Jr.
Cleveland State Law Review
Smith v. Van Gorkom set in motion a trend of increased exposure for directors and officers of American corporations....Directors and officers insurance may be either unavailable or unaffordable,...As a general rule, the best way to cope with the change in the business environment and the insurance crisis is to plan in advance for it. Through careful corporate structuring and planning, while remaining flexible, a small company can maximize their protection from liability. The factors to consider range from a careful drafting of the corporate articles and bylaws to the creation of captive insurance companies.
Oppression Of Minority Shareholders: Protecting Minority Rights, F. Hodge O'Neal
Oppression Of Minority Shareholders: Protecting Minority Rights, F. Hodge O'Neal
Cleveland State Law Review
Unfair treatment of holders of minority interests in family companies and other closely held corporations by persons in control of those corporations is so widespread that it is a national business scandal. The amount of litigation growing out of minority shareholder oppression –actual, fancied or fabricated– has grown tremendously in recent years, and the flood of litigation shows no sign of abating. This paper outlines and discusses briefly: (1) the most frequent causes of dissension among shareholders in a close corporation; (2) the techniques used by controlling shareholders to eliminate minority shareholders from an enterprise or otherwise oppress them; (3) …
Market Delineation Under The Naag Horizontal Merger Guidelines: Realities Or Illusions, Gregory J. Werden
Market Delineation Under The Naag Horizontal Merger Guidelines: Realities Or Illusions, Gregory J. Werden
Cleveland State Law Review
The Reagan Administration expressed its enforcement policy for horizontal mergers in Merger Guidelines issued in 1982 and 1984 ("DOJ Guidelines"), implemented its policy through its specific enforcement actions pursuant to section 7 of the Clayton Act, and proposed to codify its policy in amendments to section 7. The National Association of Attorneys General (NAAG) now has gone beyond mere criticism. It has announced the intention of state attorneys general to challenge mergers they believe to be anticompetitive and has issued its own enforcement guidelines for horizontal mergers ("NAAG Guidelines"). The purpose of this Article is to show that the NAAG …
The Close Corporation Under Ohio Law, Forrest B. Weinberg
The Close Corporation Under Ohio Law, Forrest B. Weinberg
Cleveland State Law Review
Section 1701.591 of the Ohio Revised Code is Ohio's close corporation law. It provides, through the use of a "close corporation agreement," the mechanism, first, for implementing unprecedented informality in the functioning of a close corporation and, second, for establishing a legal relationship among the shareholders that is essentially the same as that provided by law for members of a partnership. The new law will have the major impact it deserves only as the result of initiative taken by Ohio attorneys engaged in the formation and ongoing representation of close corporations. It is hoped that this article will help motivate …
The Effectiveness Of Involuntary Dissolution Suits As A Remedy For Close Corporation Dissension, Harry J. Haynsworth
The Effectiveness Of Involuntary Dissolution Suits As A Remedy For Close Corporation Dissension, Harry J. Haynsworth
Cleveland State Law Review
Intra-corporate dissension between shareholders in a close corporation that can lead to serious deadlock, corporate paralysis and attempted squeeze-outs or other oppressive action is well documented. The purpose of this article is to discuss the available remedies for dealing with this dissension, placing particular emphasis on involuntary dissolution suits, since historically such suits have been the most common litigation remedy used by aggrieved shareholders. The basic conclusion reached is that for the most part judges have done a commendable job of balancing the expectation interests of minority shareholders against the inherent voting and management rights of majority shareholders, and of …
Statutory Solutions To Conflicts Of Interest In Close Corporations, Lizabeth Ann Moody
Statutory Solutions To Conflicts Of Interest In Close Corporations, Lizabeth Ann Moody
Cleveland State Law Review
The close corporation' operates in a continual atmosphere of conflict and self-dealing. Typical close corporation transactions between directors and the corporation produce conflicts which, more often than not, evolve from frustration to friction, from friction to disaffection and, ultimately, from disaffection to litigation. Problems caused by transactions between a corporation and one or more of its directors have constituted a pervasive theme of corporate law for the last half century. It is the purpose of this article to consider state statutory provisions governing conflicts of interest and their application to close corporations to determine whether or not such provisions provide …
The Changing Role Of The Attorney With Respect To The Corporation, Wilton S. Sogg, Michael L. Solomon
The Changing Role Of The Attorney With Respect To The Corporation, Wilton S. Sogg, Michael L. Solomon
Cleveland State Law Review
Supreme Court Justice Potter Stewart once stated that "the propriety of a lawyer serving as a member of the Board of Directors of his corporate client remains, even today, a vexing problem of professional responsibility.” Historically, accountants have been assumed, as well as required, to be independent of any enterprise in which they express an opinion regarding the enterprise's financial statements. Independence had been interpreted to mean that accountants may not serve on the board of directors or invest in any enterprise which they, or their firm, audit, or for whom either expresses an opinion on the enterprise's financial statements. …
Antitakeover Legislation: Not Necessary, Not Wise, Jeffrey A. Johnson
Antitakeover Legislation: Not Necessary, Not Wise, Jeffrey A. Johnson
Cleveland State Law Review
This Note will consider the merits of antitakeover legislation with special emphasis on legislative proposals which, like second generation state takeover statutes, would subject tender offers to the approval of shareholders. But discussion and analysis are also applicable to federal proposals which seek to restrict takeovers through regulatory restrictions rather than a shareholder vote, as well as to second generation state takeover statutes. The view taken herein is that all antitakeover legislation, whether at the federal or state level, is neither necessary nor wise. In part II, this Note will examine the proposed antitakeover legislation which prescribes procedures for shareholder …