Open Access. Powered by Scholars. Published by Universities.®
- Keyword
-
- Abrams v. Donati (1)
- Accountant-client relationship (1)
- Antitakeover legislation (1)
- Arbitration (1)
- Attorney on board of directors (1)
-
- Attorney-client relationship (1)
- Attorney-director (1)
- Business Judgment Rule (1)
- Buy-out agreement (1)
- Close corporation agreement (1)
- Close corporation dissension (1)
- Close corporation statutes (1)
- Conflict of interest in close corporations (1)
- Custodial receiver (1)
- DOJ Merger Guidelines (1)
- Department of Justice (1)
- Fair transaction standard (1)
- Fighting oppressive action (1)
- Goben v. Barry (1)
- Gries case (1)
- Horizontal merger (1)
- In re T.J. Ronan Paint Company (1)
- Independence (1)
- Interested director statutes (1)
- Intra-corporation dissension (1)
- Involuntary dissolution suits (1)
- Leck v. Pugh (1)
- Lowder v. All Star Mills (1)
- Market delineation (1)
- Market power (1)
Articles 1 - 7 of 7
Full-Text Articles in Law
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) …
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. …
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 …
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 …
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 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 …