Business Organizations Law Commons^™

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.

Alternative Relief Available To Dissenting Shareholders Of A Cash-Out Merger, Edwin Davila

Akron Law Review

This article relates to the standing and right of a minority shareholder, who has dissented from a cash-out merger and commenced an appraisal proceeding, to pursue a separate individual claim of fraud in the merger through an action for rescissory damages against the participants for breaches of fiduciary duties to the shareholder. This issue arises from a cash-out merger of the minority shareholder. The situation encompasses two suits: a first filed statutory appraisal proceeding (the "Appraisal Action"); and a later filed shareholder's individual suit for damages for alleged fraud, conspiracy, self-dealing and waste of corporate assets (the "Fraud Action").

Qualification Of Securities In California: Hostile Territory For Foreign Issuers, James K. Roosa

Akron Law Review

The purpose of this article is to outline these policies and to discuss the threat which compliance poses to the issuer's shareholders as well as the corporation law of the issuer's home state. Although much of the discussion is couched in terms of Ohio law and Ohio issuers, it applies equally to other jurisdictions whose corporation laws are similar to Ohio's.

Disputes Among Partners: Problems In Rebutting The Presumptions Of The U.P.A. And The U.L.P.A. And Modifying A Partnership Agreement, Leonard Charles Schwartz

Akron Law Review

The Uniform Partnership Act (U.P.A.) and the Uniform Limited Partnership Acts (U.L.P.A.) contain many presumptions on the mutual rights and duties of partners. These presumptions create many problems regarding the formation and modification of partnership agreements. This article concerns some of the problems.

Section I discusses the issue of whose consent is necessary to rebut a presumption or modify a partnership agreement. Section II discusses the issue of what evidence is sufficient to rebut a presumption or modify a partnership agreement.

Dissenting Shareholders' Statutory Right To Fair Cash Value, Michael G. Schinner

Akron Law Review

On October 30, 1981, the opening salvo in what became "the largest action for relief to dissenting shareholders in the judicial history of Ohio" was launched.' It took six long years for the smoke to clear, but by elucidating a theoretically and practicably cogent analysis of the Ohio appraisal statute, the Armstrong case has provided plentiful ammunition for the lower courts in Ohio to combat the inevitable onslaught of dissenting shareholders resulting from the proliferation of corporate takeovers.

Southern States Chemical Inc., Order On Motions For Summary Judgment, Alice D. Bonner

Georgia Business Court Opinions

No abstract provided.

Subchapter C Reform Of Mergers And Acquisitions After General Utilities: Now What Is Congress Waiting For?, John R. Mcgowan

Akron Law Review

One of the latest and most comprehensive studies in this area was released on May 20, 1985 as the final report of the Senate Finance Committee.' This proposal, called the "Subchapter C Revision Act of 1985," represents perhaps the largest examination of the fundamental rules in the Internal Revenue Code relating to the Federal income taxation of corporations and their investors. In this study, numerous proposals were very favorably received, among them were the proposals covering mergers and acquisitions (M & A). For example, the Treasury Department stated: "[the acquisitions] proposals have substantial merit in that they provide greater consistency …

Trending @ Rwulaw: Ed Weiss's Post: From The Red Sox Gc: Knowing The Law, Knowing The Business, Weiss Ed

Law School Blogs

No abstract provided.

Institutional Investors In Corporate Governance, Edward B. Rock

All Faculty Scholarship

This chapter of the Oxford Handbook on Corporate Law and Governance examines the role of institutional investors in corporate governance and the role of regulation in encouraging institutional investors to become active stewards. I approach these topics through asking what lessons we can draw from the U.S. experience for the E.U.’s 2014 proposed amendments to the Shareholder Rights Directive.

I begin by defining the institutional investor category, and summarizing the growth of institutional investors’ equity holdings over time. I then briefly survey how institutional investors themselves are governed and how they organize share voting. This leads me to two central …

Privatizing Eminent Domain: The Delegation Of A Very Public Power To Private, Non-Profit And Charitable Corporations , Asmara Tekle Johnson

Asmara M. Tekle

In an age of privatization of many governmental functions such as health care, prison management, and warfare, this Article poses the question as to whether eminent domain should be among them. Unlike other privatized functions, eminent domain is a traditionally governmental and highly coercive power, akin to the government’s power to tax, to arrest individuals, and to license. It is, therefore, a very public power. In particular, the delegation of this very public power to private, non-profit and charitable corporations has escaped the scrutiny that for-profit private actors have attracted in the wake of the U.S. Supreme Court’s decision in …

Procuring Trial Testimony From Corporate Officers And Employees: Alternative Methods And Suggestions For Reform, Richard J. Oparil

Akron Law Review

This article discusses the situation under the current Federal Rules of Civil Procedure, including some alternative methods of obtaining testimony at trial. The article then discusses various ways the problem could be solved through rule changes to help ensure live trial testimony by corporate officials.

Kayser-Roth, Joslyn, And The Problem Of Parent Corporation Liability Under Cercla, James A. King

Akron Law Review

This article examines these issues by focusing on the responsibility of parent corporations as "owners" and as "operators" under section 107 of CERCLA. The scope of the analysis is limited to corporations that participate in the management of other corporations. Moreover, for the sake of simplicity, the reach of the analysis is limited to the situation in which a corporation owns one hundred percent of the stock of the subsidiary.

Part I provides a general overview of the principle of limited shareholder liability as it applies to parent corporations and of its economic underpinnings. Part II reviews judicial applications of …

Grandi Navi S.P.A Seminar Case Study, Sajjad Khaksari, Alessandro Matera, Simon Telen, Oreste Stefano Santagati, Ahmad Shabir, Jeeva Velusaami, Saifur Rahman Mohammad

SAJJAD KHAKSARI

GN SEMINAR NOTE, Proposed Solutions; Grandi Navi S.p.A. ("Grandi Navi”) which is an Italian yacht manufacturer that is listed on the stock exchange of Milan. The company is facing a series of legal and financial problems, of both national and international character.
The current situation view of Grandi Navi, Financial restructuring options, Resurrection, Refinancing, Re-equitizing, Re-amortizing, Liquidation, Proposed Solutions, Delisting, Long-term business Plan are available in following link; DOI: 10.13140/RG.2.1.1725.6727
"Seminar Case" of "Business Law Course" by Prof. Paolo Rainelli, Politecnico di Torino.

Gerber Products Co. Order On Defendant's Motion To Dismiss, Alice D. Bonner

Georgia Business Court Opinions

No abstract provided.

Beyond Crosby V. Beam: Ohio Courts Extend Protection Of Minority Stockholders Of Close Corporations, Kathleen L. Kuhlman

Akron Law Review

This Comment explores the possible ramifications of viewing working minority shareholders as term employees on both close corporation law and at-will-employment law in Ohio. Part I discusses the background and emergence of the heightened fiduciary duty owed by the majority stockholders to the minority stockholders in closely held corporations and the resultant protection of the minority. Part II discusses the current standing of the employment at-will doctrine and what protections exist for at-will employees in Ohio. Part III examines recent Ohio case law that compares close corporation employment with at-will-employment and analyzes the courts' reasoning behind creating a new exception …

Law Firm Ownership Of Ancillary Businesses In Ohio - A New Era?, Stephen R. Ripps

Akron Law Review

The seeds of controversy about ancillary businesses were planted in 1983 when the American Bar Association's House of Delegates approved Model Rule 5.4 prohibiting non-lawyer participation in law firm businesses. Ohio has adopted the ABA Code of Professional Responsibility, not the Model Rules, but the Model Rules may nevertheless have an impact on the interpretation and development of ethical guidelines in Ohio and other Code states. In order to determine the status of ancillary businesses in Ohio today, analysis must proceed in this dual context.

Ohio Upholds Traditional Exception To General Rule Of Corporate Successor Nonliability, David R. Langdon

Akron Law Review

The purpose of this Note is to carefully analyze the Ohio Supreme Court's reasoning in Welco and its implications. Part II discusses corporate successor liability in general, and then focuses narrowly on the mere continuation exception to successor nonliability. Part III breaks down the case itself, presenting the facts, procedure, and reasoning of the majority and dissent. Finally, Part IV analyzes the court's refusal to expand the mere continuation exception, suggesting that had the court chosen to expand the the exception, the advantages of a cash-for-assets acquisition in Ohio would have been lost.

Attorney General's Warning: Legislation May Now Be Hazardous To Tobacco Companies' Health, Scott Richardson

Akron Law Review

Part I examines the significant aspects of the revised Florida statute and the proposed federal Senate bill. Part II reviews the development and current status of the laws in Florida, Ohio, and federal courts in regards to the toxic tort theories included in the legislation. Part III of this Comment provides a review of the judicial treatment of tobacco cases and past legislative actions toward tobacco. Part IV discusses the due process challenge that could be advanced by the tobacco industry. Finally, Part V concludes with predictions as to the likely success the Medicaid Third-Party Act will have in achieving …

United States V. O'Hagan: Rule 10b-5, The "Judicial Oak Which Has Grown From Little More Than A Legislative Acorn," And The Antifraud Legislation Of The Securities And Exchange Act Of 1934., Joseph J. Urgese

Akron Law Review

The Supreme Court has addressed the perplexing labyrinth of securities fraud since the enactment of the Securities and Exchange Acts of 1933 and 1934 ("Exchange Act"). In 1976, the president of a small brokerage firm induced customers to invest in fictitious escrow accounts, promising high yields to shareholders. The following year, majority shareholders of a Delaware lumber company instituted a merger based on what the minority shareholders deemed a fraudulent appraisal of the company's assets. In 1980, a financial printer profited from his purchase and subsequent sale of shares in companies targeted for corporate takeovers.

Part II of this Note …

A.E. Staley Maunufacturing Co. V. Commissioner: Life After Indopco: Tax Treatment Of A Target Corporation's Unsuccessful Hostile Tender Offer Defense Fees, Corinne E. Anderson

Akron Law Review

One specific concern was whether the INDOPCO decision represented a per se rule that takeover-related expenses must always be capitalized. The recent Seventh Circuit decision of A.E. Staley Manufacturing Co. v. Commissioner appears to have answered this question in the negative. In Staley, the Court of Appeals held that the majority of investment banker fees paid in an unsuccessful attempt to defeat a hostile tender offer were deductible as "ordinary and necessary" business expenses. Alternatively, those expenses allocable to the company's unsuccessful efforts to engage in alternate transactions were deductible as "abandoned transactions. ' However, fees paid by Staley to …