Unreasonable Compensation In The Professional Corporation, 2015 The University of Akron
Unreasonable Compensation In The Professional Corporation, Vincent J. Falcone
Akron Law Review
This comment will discuss the federal income tax issue of unreasonable compensation as it affects the incorporated professional. Discussion will first center on the modus operandi of the professional corporation, and how the compensation issue arises. Unreasonable compensation will then be defined and explained in that context. Next, the actual considerations used in determining whether compensation is excessive or not will be discussed. Then, the additional requirement that the remuneration be compensation in fact, and not a return on investment, will be investigated. The applicability of the 50% maximum tax on personal service income will also be analyzed. Finally, some …
Savings And Loan Service Corporations: Regulations In Ohio, 2015 The University of Akron
Savings And Loan Service Corporations: Regulations In Ohio, Ronald E. Alexander
Akron Law Review
The purpose of this article is to examine Ohio's scheme for regulating service corporations. This examination includes the history of service corporation regulation in Ohio, the scope of permissible business activities of these corporations, investment limitations for parent savings associations and the supervisory authority of the Ohio Division of Building and Loan Associations [Division]. Perhaps this article will also provide a useful vehicle for judging whether the risks perceived by the GAO and FHLBB can arise from a single state's regulatory scheme for service corporations. It must be remembered that any such risks inherent in Ohio's scheme threaten not only …
Search: A Computer Program For Legal Problem Solving, 2015 The University of Akron
Search: A Computer Program For Legal Problem Solving, Robert Hellawell
Akron Law Review
This article describes a computer program called SEARCH which is designed to assist a lawyer in legal analysis. SEARCH deals with a single subject in corporate taxation, but its approach can be used for a variety of legal problems. SEARCH's subject is the attribution rules of section 318 of the Internal Revenue Code (hereinafter Code). These rules, heartily disliked by many, are seemingly complex and often both difficult and time consuming to apply. Essentially, the attribution rules provide that a taxpayer, in certain cases, will be considered to own corporate shares that he does not actually own. Such shares are …
Incorporation Of Professionals In Ohio: Past, Present, And Future, 2015 The University of Akron
Incorporation Of Professionals In Ohio: Past, Present, And Future, M. Thomas Arnold
Akron Law Review
In 1961 the Ohio General Assembly enacted Chapter 1785 of the Ohio Revised Code authorizing the creation of professional associations. This legislation was deficient when enacted. Yet, despite criticism of the act and adequate opportunity, the Ohio Legislature has failed to reform this chapter of the Revised Code. This article will look at some of the background out of which the Ohio professional association legislation arose and at the substance and deficiencies of that legislation. Comments will be made on how the proposed Ohio Professional Corporation Act, promulgated in 1979 by the Corporation Law Committee of the Ohio Bar Association, …
The Attorney-Client Privilege As Applied To Corporate Clients, 2015 The University of Akron
The Attorney-Client Privilege As Applied To Corporate Clients, Elinore Marsh
Akron Law Review
After sixty-six years of struggle and controversy surrounding the application of the attorney-client privilege to corporate clients the United States Supreme Court has taken one step in laying many questions to rest. Upjohn Co. v. United States was accepted by the Court to resolve differences in the circuits as to how far the privilege extends horizontally and vertically within the corporate structure. This comment discusses the ramifications of extending the privilege to an entity which operates only through its agents, the history of the privilege, the effect of the Upjohn decision and the questions which remain as yet unsolved.
203 N. Lasalle Five Years Later: Answers To The Open Questions, 38 J. Marshall L. Rev. 61 (2004), 2015 Selected Works
203 N. Lasalle Five Years Later: Answers To The Open Questions, 38 J. Marshall L. Rev. 61 (2004), Paul B. Lewis
Paul Lewis
No abstract provided.
Responsible Profitability? Not On My Balance Sheet!, 2015 Selected Works
Responsible Profitability? Not On My Balance Sheet!, Arthur Acevedo
Arthur Acevedo
No abstract provided.
Responsible Profitability - Not On My Balance Sheet, 61 Cath. U. L. Rev. 651 (2012), 2015 John Marshall Law School
Responsible Profitability - Not On My Balance Sheet, 61 Cath. U. L. Rev. 651 (2012), Arthur Acevedo
Arthur Acevedo
Many free-market capitalists believe in the syllogism that if a free market results in progress, and if progress is good, then by definition a free market must be good. Two hundred years of economic development support this proposition. The capitalist model, which is premised on free-market ideology, is credited with producing many of the riches enjoyed by society as a whole. Indeed, the pursuit of economic freedom ranks among the primary motivations for the founding of the United States. The corporation has enabled that pursuit and can be credited with greatly contributing to the advancement of free-market capitalism.
Proponents of …
Partnership Sales: When Nonrecourse Debt Exceeds Fair Market Value, Commissioner V. Tufts, 2015 The University of Akron
Partnership Sales: When Nonrecourse Debt Exceeds Fair Market Value, Commissioner V. Tufts, Joseph Perkovich
Akron Law Review
The United States Supreme Court has used its decision in Commissioner v. Tufts to settle a conflict between circuits and to fine tune an ambiguity which it created thirty-six years ago in Crane v. Commissioner. The circumstances focus on a taxpayer who sells his partnership interest by having the purchaser assume nonrecourse debt to which the partnership property is subject.
Shareholder Liability In Ohio: Confounding Attorneys And Others, South High Development Limited V. Weiner, Lippe & Cromley Co., L.P.A., 2015 The University of Akron
Shareholder Liability In Ohio: Confounding Attorneys And Others, South High Development Limited V. Weiner, Lippe & Cromley Co., L.P.A., Timothy J. O'Hearn
Akron Law Review
The purpose of this article is to explore the soundness and ramifications of South High Development Limited v. Weiner, Lippe & Cromley Co., L.P.A. To begin, the case holding will be summarized and the history of professional corporations reviewed. Special emphasis will be placed on Ohio legal professional corporations. A critique of the court's rationale and analysis of its implications will then follow.
Title Vii Discrimination Actions: Applicable Or Inapplicable To The Partnership Decision? Hishon V. King & Spalding, 2015 The University of Akron
Title Vii Discrimination Actions: Applicable Or Inapplicable To The Partnership Decision? Hishon V. King & Spalding, Gus Yogmour
Akron Law Review
An underlying premise of a partnership is that it is a strictly voluntary association between two or more persons for a business purpose. The concept that a partnership can be forced against its will to accept another individual into the organization as a partner is repugnant to the underlying premise of voluntariness of association. One purpose of Title VII of The Civil Rights Act of 1964 is to prohibit discrimination on the basis of sex and to place men and women on an equal footing. In order for this equal footing to exist, an individual's capabilities can be the only …
The Rejection Or Modification Of Collective Bargaining Agreements Under 11 U.S.C. § 1113, 2015 The University of Akron
The Rejection Or Modification Of Collective Bargaining Agreements Under 11 U.S.C. § 1113, Pierce Richardson
Akron Law Review
The controversy intensified after the Supreme Court decision in NLRB v. Bildisco and Bildisco. The decision outraged union leaders and led to the passage of 11 U.S.C. § 1113. This comment will explore the issues arising from efforts by businesses to reject or modify collective bargaining agreements under section 1113. The comment will review the history of such efforts, and will then discuss the Bildisco decision. The comment will then examine section 1113 and offer suggestions as to its interpretation.
The Process And Outcome Of Negotiations With Multinational Corporations: A Conceptual Framework For Analysis, 2015 The University of Akron
The Process And Outcome Of Negotiations With Multinational Corporations: A Conceptual Framework For Analysis, T. M. Ocran
Akron Law Review
The essential purpose of this paper is to provide a conceptual framework for case studies aimed at outlining the main stages in the process of negotiations; indicating some of the main factors affecting the relative bargaining position of the parties to negotiations with multinational corporations; and providing indices for evaluating the resulting structure of the distribution of gains from the projects contemplated by such negotiations. The paper thus combines elements from the second, third and fourth categories of studies on negotiations.
Attorneys Beware: Increased Liability For Providing Advice To Corporate Clients Issuing Securites, 2015 The University of Akron
Attorneys Beware: Increased Liability For Providing Advice To Corporate Clients Issuing Securites, Joseph Reece
Akron Law Review
Although the law in this area is rapidly evolving, a general overview of recent case law seems to indicate that attorneys may be liable even though their participation in the issuance of securities only involved rendering routine services to a corporate client. If an attorney were to have an active part in activities such as business planning or the promotion of securities, their exposure to potential liability would increase dramatically. As a result of this rapid change in the law, there is a degree of uncertainty concerning the potential liabilities attorneys may face when assisting their corporate clients in issuing …
Shareholders Do Not Have Standing To Bring An Individual Action Against Third Parties Who Have Damaged The Corporation: Adair V. Wozniak, 2015 The University of Akron
Shareholders Do Not Have Standing To Bring An Individual Action Against Third Parties Who Have Damaged The Corporation: Adair V. Wozniak, Frank Carrino
Akron Law Review
Apart from the context of a derivative action, can a shareholder in a corporation sue individually for wrongful acts committed against the corporation by third parties?
The general rule of corporate law states that a shareholder cannot attain standing for such a suit. This rule is grounded on the theory that all shareholders should incur loss from third party wrongdoing in proportion to the amount of shares he or she holds, and likewise should proportionately benefit when the corporate entity wins an action. In addition, courts are fearful that if this rule were not in force, then there would be …
One Step Forward And Two Steps Backward - Goodwill As A Distributable Asset Of A Law Partnership, 2015 The University of Akron
One Step Forward And Two Steps Backward - Goodwill As A Distributable Asset Of A Law Partnership, Jean Hoffman
Akron Law Review
The Ohio Supreme Court examined both the traditional and modern views of goodwill as an asset in a law partnership and held that it was not against public policy to include measurable goodwill as an asset upon the dissolution of a law partnership. The court also concluded that ethical considerations did not preclude finding goodwill in a law partnership. However, the court held that goodwill could be distributed upon the dissolution of the partnership only when it was specifically provided for in the partnership agreement. This paper will examine the Spayd v. Turner, Granzow and Hollenkamp court's findings and the …
The Ohio Control Share Acquisition Act: Has Its Time Finally Come?, 2015 The University of Akron
The Ohio Control Share Acquisition Act: Has Its Time Finally Come?, Bryan J. Green
Akron Law Review
The objective of this article is to inform the reader of what Ohio has done over the past six years to address the perceived danger of hostile takeovers. This comment will focus almost exclusively on the Ohio Control Share Acquisition Act, since it is the author's belief that this Act represents the strongest legislative barrier to hostile takeovers. This article will commence by discussing the circumstances in which the Ohio Control Share Acquisition Act was created, continue by examining its most important provisions, and conclude by depicting the Act's constitutional battles in the federal courts.
Flaugher V. Cone Automatic Machine Co.: The Ending Of A Trend In Successor Liability Or A Minor Setback For Product Liability Claimants?, 2015 The University of Akron
Flaugher V. Cone Automatic Machine Co.: The Ending Of A Trend In Successor Liability Or A Minor Setback For Product Liability Claimants?, Bryan J. Green
Akron Law Review
This Casenote analyzes the recent Ohio Supreme Court decision in Flaugher v. Cone Automatic Machine Co. to evaluate both its impact on the field of successor corporate liability and the opinion's fundamental soundness. The Flaugher court identified three issues: (1) whether the facts demanded application of one of the traditional exceptions to the rule of successor non-liability, (2) whether the court should adopt the "product line" theory of liability, and (3) whether the defendant corporations had a duty to warn plaintiff of the alleged defect in the machine which injured her. The court affirmed the lower court's decision by …
Business Ethics, Law, And The Corporate Use Of Laboraory Animals, 2015 The University of Akron
Business Ethics, Law, And The Corporate Use Of Laboraory Animals, David Hoch
Akron Law Review
This paper will examine, first, the fundamental theories pertaining to animal interests; then the relevant laws and the recognition of animal interests the laws require of corporate laboratories; and finally, how (if at all) these claims to interests for animals impinge upon corporate ethics. Perhaps a consideration of these matters will clarify the validity of the unorthodox proposition that corporate responsibility extends to nonhumans.
Statutory Limits On A Corporation's Right To Make Distributions To Shareholders: The Law Of Distribution In The 1984 Revised Model Business Corporation Act, 2015 The University of Akron
Statutory Limits On A Corporation's Right To Make Distributions To Shareholders: The Law Of Distribution In The 1984 Revised Model Business Corporation Act, Philip Mcgough
Akron Law Review
The purpose of this paper is to review the law of distribution in the 1984 Model Business Corporation Act. As we shall see, the 1950 MBCA's basic stance was that distributions should be made from earnings and that any distribution from contributed capital should require notification and approval of shareholders. The 1984 MBCA rejects the original stance and provides for minimal restrictions on distributions. What follows is in two parts: the first is a general survey of the law of distribution, the second compares the 1950 and 1984 versions of the MBCA in how they regulate distributions to shareholders.