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Articles 1 - 15 of 15
Full-Text Articles in Business Organizations Law
Protecting Minority Shareholders In Close Corporations: An Analysis And Critique Of The Statutory Protection In The Saudi Companies Law, Abdulrahman Nabil Alsaleh
Protecting Minority Shareholders In Close Corporations: An Analysis And Critique Of The Statutory Protection In The Saudi Companies Law, Abdulrahman Nabil Alsaleh
Maurer 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
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
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 …
Symposium: Fiduciary Duties In The Closely Held Business 35 Years After Wilkes V. Springside Nursing Home: Foreword, René Reich-Graefe
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 v. Springside …
Enduring Equity In The Close Corporation, Lyman P.Q. Johnson
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 …
A Voice-Based Framework For Evaluating Claims Of Minority Shareholder Oppression In The Close Corporation, Benjamin Means
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
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
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
Publications
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 …
Fiduciary Duties And Reasonable Expectations: Cash-Out Mergers In Close Corporations, David C. Crago
Fiduciary Duties And Reasonable Expectations: Cash-Out Mergers In Close Corporations, David C. Crago
Oklahoma Law Review
No abstract provided.
The New Maryland Close Corporation Law, William G. Hall Jr
The New Maryland Close Corporation Law, William G. Hall Jr
Maryland Law Review
No abstract provided.
Suggestions For Modernizing The Kentucky General Corporation Law To Meet The Needs Of Close Corporations, Willburt D. Ham
Suggestions For Modernizing The Kentucky General Corporation Law To Meet The Needs Of Close Corporations, Willburt D. Ham
Kentucky Law Journal
No abstract provided.
Drafting An Effective Buy-Sell Agreement With Emphasis On Estate Tax Valuation Of Close Corporate Stock, Sidney Clay Kinkead Jr.
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.
The Close Corporation Under Kentucky Law, Willburt D. Ham
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
The Legal Status Of Joint Venture Corporations, Thomas F. Broden, Alfred L. Scanlan
Journal Articles
American industry employs many forms of business organizations. The sole proprietorship, the partnership, general and limited, the joint venture, the joint stock company, the corporation, public issue and close, and many others are all familiar and well established in their use. This article deals with the use by American industry of the close corporation to carry on a joint venture. With due deference to purists in legal terminology we have elected to refer to this particular type of corporate entity as the joint venture corporation. In this article we not only look at the use made of the joint venture …
Corporations-Officers And Directors-Validity Of Voting Agreements To Continue Shareholders As Directors, John F. Dodge
Corporations-Officers And Directors-Validity Of Voting Agreements To Continue Shareholders As Directors, John F. Dodge
Michigan Law Review
Plaintiff, the president of a corporation and owner of 31½ of the 100 shares of corporate stock outstanding, brought an action against A, the vice-president who owned 48½ shares, and B, the owner of the remaining 20 shares, for specific performance of an oral agreement between the plaintiff and A that the plaintiff and a third person, X, should be continued as directors. The vice-president, A, had allied himself with B, and in disregard of the agreement had served notice requesting a stockholders' meeting for the purpose of removing the plaintiff and X as directors. …