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Grab The Fire Extinguisher Comparing Uk Schemes Of Arrangement To U.S. Corporate Bankruptcy After Jevic, David S. Stevenson Nov 2019

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 ...


Corporations And Businesses - Finding Info, Cleveland-Marshall College Of Law Library Jan 2019

Corporations And Businesses - Finding Info, Cleveland-Marshall College Of Law Library

Law Library Research Guides - Archived

No abstract provided.


Agribusiness And Antitrust: The Bayer-Monsanto Merger, Its Legality, And Its Effect On The United States And European Union, Aleah Douglas Jul 2018

Agribusiness And Antitrust: The Bayer-Monsanto Merger, Its Legality, And Its Effect On The United States And European Union, Aleah Douglas

The 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 Jan 2009

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 ...


Ohio's New Partnership Law , Jeanne M. Rickert Jan 2009

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.


Piercing The Corporate Veil In Ohio: The Need For A New Standard Following Dombroski V. Wellpoint, Inc., Case Comment, Margaret A. Sweeney Jan 2009

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 ...


The Role Of Financial Journalists In Corporate Governance, Michael J. Borden Jan 2007

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 ...


Corporate Complicity Claims: Why There Is No Innocent Decison-Maker Exception To Imputing An Officer's Wrongdoing To A Bankrupt Corporation, Jonathan Witmer-Rich Jan 2006

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 Jan 1999

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 Jan 1998

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 Jan 1997

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 Jan 1993

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 ...


Is The Imposition Of Fiduciary Responsibilities Running From Managers, Directors, And Majority Shareholders To Minority Shareholders Economically Efficient, Mark Blair Barta Jan 1990

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 ...


State Takeover Legislation And The Commerce Clause: The Foreign Corporations Problem, Jed Rubenfeld Jan 1988

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 ...


Post Smith V. Van Gorkom Director Liability Legislation With A Proactive Perspective, Lynn A. Howell Jan 1988

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 the ...


Where Have All The Directors Gone: Corporate Director And Officer Liability And Coping With The Insurance Crisis, Richard A. Myers Jr. Jan 1988

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.


Advising The Family Business Owner In Succession Planning: The Daughter Option, Debra G. Simms Jan 1988

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.


Mergers And Acquisitions: The Quintessence Of Change, James C. Freund Jan 1988

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.


The Changing Role Of The Attorney With Respect To The Corporation, Wilton S. Sogg, Michael L. Solomon Jan 1987

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 ...


Statutory Solutions To Conflicts Of Interest In Close Corporations, Lizabeth Ann Moody Jan 1987

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 Effectiveness Of Involuntary Dissolution Suits As A Remedy For Close Corporation Dissension, Harry J. Haynsworth Jan 1987

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 ...


The Close Corporation Under Ohio Law, Forrest B. Weinberg Jan 1987

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 ...


Oppression Of Minority Shareholders: Protecting Minority Rights, F. Hodge O'Neal Jan 1987

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 ...


Antitakeover Legislation: Not Necessary, Not Wise, Jeffrey A. Johnson Jan 1987

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 ...


Market Delineation Under The Naag Horizontal Merger Guidelines: Realities Or Illusions, Gregory J. Werden Jan 1987

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 ...


Analyzing The Competitive Effects Of Mergers: Is There Anything Special About Railroads, Robert S. Stillman Jan 1986

Analyzing The Competitive Effects Of Mergers: Is There Anything Special About Railroads, Robert S. Stillman

Cleveland State Law Review

Empirical evidence demonstrates that mergers, on average, create value for shareholders of the merging firms. The relevant question from an antitrust perspective, however, is the source of these gains. Increased efficiency is one possibility. It is also possible that in some cases merger gains derive not from enhanced efficiency, but rather from an enhanced ability to realize "monopoly profits." To determine whether a proposed merger is likely to be pro- or anti-competitive, economists often follow the approach outlined in the United States Justice Department's Merger Guidelines and ask whether the merger seems likely to facilitate collusion. In reviewing the ...


Loss Of Rail Competition As An Issue In The Proposed Sale Of Conrail To Norfolk Southern: Valid Concern Or Political Bogeyman, Mark D. Perreault, Nancy S. Fleischman Jan 1986

Loss Of Rail Competition As An Issue In The Proposed Sale Of Conrail To Norfolk Southern: Valid Concern Or Political Bogeyman, Mark D. Perreault, Nancy S. Fleischman

Cleveland State Law Review

The Department of Transportation's plan to return Consolidated Rail Corporation (Conrail) to the private sector by selling the federal government's controlling interest to Norfolk Southern Corporation has, not surprisingly, been the subject of a spirited debate in the transportation and political community since its announcement in February, 1985. Critics have said that the sale proposal "runs directly contrary to [antitrust] policy goals" and would have a serious, adverse effect on competition. The proposal is a "flagrant violation of antitrust laws and would create an unconscionable monopoly." The purpose of this article is to examine the legal standards historically ...


Adjusting The Equities In Franchise Termination: A Sui Generis Approach, Richard A. Greco Jr. Jan 1981

Adjusting The Equities In Franchise Termination: A Sui Generis Approach, Richard A. Greco Jr.

Cleveland State Law Review

The scope of troubled areas in the franchising industry is nearly as broad as the variety of goods and services available through franchised systems. This Note cannot attempt even an overview of all the problems that confront the industry; instead the discussion will focus on one recurring problem within the industry: the rights of the parties engaged in a franchise relation following the termination of that relationship.


Corporate Filings In Ohio: A Procedural Guide, Anthony J. Celebrezze Jr., John J. Biancamano Jan 1980

Corporate Filings In Ohio: A Procedural Guide, Anthony J. Celebrezze Jr., John J. Biancamano

Cleveland State Law Review

The office of the Secretary of State is the official repository for records relating to profit and non-profit Ohio corporations, foreign corporations licensed to transact business in this state and a number of other business related filings. Procedures for most filings with the Secretary of State are spelled out in various chapters of the Ohio Revised Code and forms for many of the transactions are readily available. Nevertheless, more than ten percent of the documents submitted for filing in 1980 were rejected for failure to comply with Code requirements. The rejection of a document causes obvious problems for the filing ...


The Interface Between Securities Act 3(A)(10) And Ohio Revised Code 1707.04: Utilitarian Considerations For Ohio Mergers And Corporate Reorganization Transactions, Robert N. Rapp Jan 1978

The Interface Between Securities Act 3(A)(10) And Ohio Revised Code 1707.04: Utilitarian Considerations For Ohio Mergers And Corporate Reorganization Transactions, Robert N. Rapp

Cleveland State Law Review

It is the purpose of this article to examine the interface between Securities Act § 3(a) (10) and Ohio Rev. Code § 1707.04, and to highlight the utility of the combination for Ohio corporate transactions. Subpart II below analyzes the significant background considerations which underlie the new-found importance of § 3(a) (10). It is followed in Subpart III by in-depth consideration of the interface itself. And finally, the application and utilization of the Ohio provision are analyzed in Subpart IV.