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Articles 31 - 60 of 102
Full-Text Articles in Law
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
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 and currently …
Analyzing The Competitive Effects Of Mergers: Is There Anything Special About Railroads, Robert S. Stillman
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 competitive …
Adjusting The Equities In Franchise Termination: A Sui Generis Approach, Richard A. Greco Jr.
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
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
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.
A Higher Duty: A New Look At The Ethics Of The Corporate Lawyer, Harvey Frank
A Higher Duty: A New Look At The Ethics Of The Corporate Lawyer, Harvey Frank
Cleveland State Law Review
Although it has not always been clear to the legal profession that the conduct of its most powerful clients affects ethical responsibilities, the resulting problems have become more evident in recent years to the courts, the Securities Exchange Commission (SEC), and members of the bar. Recent developments have been diffuse, and include a changing legal conceptualization of corporations as well as numerous considerations involved in corporate legal representation. Viewed together and placed into focus, these developments shed considerable light on the sometimes conflicting duties of the corporate lawyer to clients and to the public. While some of these ethical questions …
Line-Of-Business Reporting: A Legal Basis, J. V. Baumler
Line-Of-Business Reporting: A Legal Basis, J. V. Baumler
Cleveland State Law Review
The action of the SEC has mooted, for regulated firms, the question of whether or not an obligation existed to report a segmented earnings statement even without administrative regulation. Some had suggested that such an obligation did exist. No matter; the question is now answered affirmatively, such reports must be prepared. We are none-the-less left with the thorny question of how best to provide segmented financial reports. The next section of this paper will identify the major problems of implementation. Then attention will be focused upon one of these problems and an examination will be made of its possible resolution …
Nonprofit Unincorporated Associations, Howard L. Oleck
Nonprofit Unincorporated Associations, Howard L. Oleck
Cleveland State Law Review
Western civilization has been (and is) characterized by voluntary associations of people, from the earliest warrior bands and "churches" to towns and universities and guilds, etc. Corporations, as vehicles for such associations, did not exist until relatively recently, and associations were (and very many still are) unincorporated. Unincorporated associations as a form of organization have been losing ground to the corporation, but are far from obsolete
Non-Profit Corporations' Names, Sheila M. Kahoe
Non-Profit Corporations' Names, Sheila M. Kahoe
Cleveland State Law Review
A non-profit organization , like its counterpart, the profit-seeking corporation, must have a name if it is to exist as a legal entity. Most states impose statutory restrictions on the selection of a name, with little or no distinction between the rules governing the business corporation and the non-profit corporation. For example, in Ohio the two sections of the Revised Code relating to corporate names are virtually identical. The Ohio statute serves to illustrate the policy reasons for the state's policing of the selection of a corporate name. Two important considerations are set forth in the statute: first, that the …
Nonprofit Corporations - A Survey Of Recent Cases, Lizabeth A. Moody
Nonprofit Corporations - A Survey Of Recent Cases, Lizabeth A. Moody
Cleveland State Law Review
The relatively few persons who write or teach in the field of nonprofit organizations are chronic complainers about the lack of case law in the area. The sparseness of authority leaves practitioners without adequate guidelines with which to advise clients, and leaves academicians without visible trends on which to develop theories.
Proprietary Mentality And The New Non-Profit Corporation Laws, Howard L. Oleck
Proprietary Mentality And The New Non-Profit Corporation Laws, Howard L. Oleck
Cleveland State Law Review
New York's New "Not-For-Profit Corporation Law" statute is likely to increase the abuse of non-profit status by many persons who pretend to be governed by altruistic motives but who actually are motivated mainly by the desire to enrich themselves.-That is the unpalatable thesis of this paper.
Death Of Charitable Trust Corporation Law, B. Richard Sutter
Death Of Charitable Trust Corporation Law, B. Richard Sutter
Cleveland State Law Review
Since the subject of non-profit corporations covers such a broad area, this paper will be limited to "Type B corporations" (i.e., the "charitable" type) as described in the new New York Not-For-Profit Corporations Law. These classifications of the new statutory concept (Types A, B, C, D) look to the general purpose of the organization, rather than to a very specific purpose, or to whether or not stock is issued. The New York law further provides for the possibility of any corporation having multiple and overlapping purposes, thus providing a very rational and simple (though debatable as to policy) test to …
Federal Taxation And Non-Profit Organizations, Marcus Schoenfeld
Federal Taxation And Non-Profit Organizations, Marcus Schoenfeld
Cleveland State Law Review
The Revenue Act of 1969 is one of the greatest overall changes in the revenue laws since the introduction of the federal income tax . Perhaps the most extensive changes were made in the area of tax-exempt organizations. Only some of these changes were within of the topic of this presentation, and some of the other changes in the "charitable" area merit great discussion-for example charitable remainder trusts. Even the topics discussed herein, of necessity were discussed briefly due to lack of time and Regulations. The full the 1969 Act on non-profit organizations will not be apparent for quite some …
Non-Profit Types, Uses, And Abuses: 1970, Howard L. Oleck
Non-Profit Types, Uses, And Abuses: 1970, Howard L. Oleck
Cleveland State Law Review
American society long has consisted, to an extraordinary extent, of voluntary associations of persons and organizations not-for-profit, but for the public good (pro bono publico). No other nation in the world even approaches the United States in number and activity of non-profit organizations. These organizations are based on the characteristic American tendency to form groups (to associate themselves) voluntarily, for the accomplishment of social, religious, educational, fraternal, economic, and other purposes. Americans are the greatest "joiners" in the world. American non-profit organizations, generally speaking, are a magnificent part of the society, despite the disturbing growth of abuses among them.
Organization And Operation Of Non-Profit Corporations - Some General Considerations, Robert S. Pasley
Organization And Operation Of Non-Profit Corporations - Some General Considerations, Robert S. Pasley
Cleveland State Law Review
To come now to my assigned topic, I propose to discuss some of the more general aspects of non-profit corporations under the following headings: Definitions, Purposes and Powers, Formation, Finance, Members. My observations will be based principally on the Model Non-profit Corporation Act and the recently enacted New York Not-for-Profit Corporation Law. The former has been adopted in some six or seven states and parts of it have been enacted in four other states.
Foundations: Organization And Operation, Alexander Brodsky, Harry E. Brodsky
Foundations: Organization And Operation, Alexander Brodsky, Harry E. Brodsky
Cleveland State Law Review
As lawyers we can anticipate much activity in new litigation challenging foundations for misuse and abuse of their privileged existence.Foundations themselves must demonstrate their sense of responsibility to the public. The problem of accountability is of prime all philanthropic foundations.To accomplish these objectives we must, as Professor Sacks presented the question, search for the ideal methods for maintaining (calls) "the delicate balance of public ends and private means that ismbodied in the charitable foundation."
Privileges And Immunities Of Non-Profit Organizations, Gerard D. Dimarco, Ira O. Kane
Privileges And Immunities Of Non-Profit Organizations, Gerard D. Dimarco, Ira O. Kane
Cleveland State Law Review
"And now abideth, faith home and charity, these three; but the greatest of these is charity." This unsubtle reference to the word charity describes superficially the field of non-profit or not-for-profit corporation law. The objective of this paper is not to delve into the intricacies and complexities of the non-profit area, but rather to make manifest a few of the many privileges and immunities granted to non-profit corporations.
State Administration Of Charities, Richard E. Friedman
State Administration Of Charities, Richard E. Friedman
Cleveland State Law Review
My remarks will be limited to state administration of the charitable trusts and charitable organizations. Charities are quasi-public in nature. They perform many valuable services to the community which may otherwise be performed by governmental agencies. Because of these high public purposes charitable organizations are granted special treatment in terms of tax exemptions, and tax deductions for contributions. The definition of charity gleaned from case law is very broad, and in recent years the definition has tended to become even broader. Virtually any undertaking which may benefit the public can fall under the very broad umbrella of charities.
State Tax Exemptions Of Non-Profit Organizations, Carroll H. Sierk
State Tax Exemptions Of Non-Profit Organizations, Carroll H. Sierk
Cleveland State Law Review
Of the several different types of taxes which need to be discussed, perhaps the real property tax is the most important. The real exemption area currently seems to be where most of the action is, most of the legislative activity and most of the significant litigation. Of lesser importance is the personal property tax. With regard to sales and use taxes, we have two separate exemption areas. The first is that of sales totally exempt because made to charitable organizations. The second is that of sales exempt because made by non-profit organizations. The matter of income tax exemptions under the …
The Not-For-Profit Business Corporation, James K. Weeks
The Not-For-Profit Business Corporation, James K. Weeks
Cleveland State Law Review
The Non-Profit Corporation is usually regarded traditionally from a lay and legal viewpoint as one being engaged in charitable, educational, scientific or social work or a religious endeavor. On the other hand, the Not-for-Profit Corporation is more often engaged in enterprises usually associated with functions of a business corporation. However, as soon as one begins to view these corporations from a definitional standpoint, one is bogged down in an incredibly complicated procedure which does little to clarify the confusion.
Relocation Of Publicly Supported Charitable Organizations, Deborah C. Goshien
Relocation Of Publicly Supported Charitable Organizations, Deborah C. Goshien
Cleveland State Law Review
Is a donor powerless to prevent a charitable hospital from moving to another county after he has contributed substantially to its building fund? Surprisingly enough, the answer to this question may be "yes." It has been said that the community's interest is evident when charitable monies come from direct public contributions, and that even if no trust is found a charitable corporation must use a gift for the purpose intended. Yet general expressions of what "should be" or what "is right" are insufficient guidelines for proper enforcement of fiduciary duties, and there has been much confusion in the administration and …
Control Of Foundations And Other Non-Profit Corporations, Seth Taft
Control Of Foundations And Other Non-Profit Corporations, Seth Taft
Cleveland State Law Review
Poverty programs, housing projects, a new school, a golf course every new group activity seems to call for a new non-profit corporation. And hardly a day goes by without a new foundation appearing on the scene. Why? Protection against potential liabilities. Perpetuation of support for one's interests. Tax benefits. A requirement to obtain financing. An entity to receive and administer a grant. Ease of using well established procedures. For whatever reason, it's done every day. In Ohio alone, last year, 1,773 non-profit corporations were formed.
Trade Association Offering Legal Services - A Possibility For Small Corporations, Robert R. Hussey
Trade Association Offering Legal Services - A Possibility For Small Corporations, Robert R. Hussey
Cleveland State Law Review
Small corporations generally belong to a trade association which allows them to increase their proficiency in and knowledge of their industry. As a possible solution to the problem of increasing legal service requirements this paper investigates the suitability of allowing these trade associations to provide legal services to member corporations.
Excessive Salaries In A Closely Held Corporation, Donald J. Zinner
Excessive Salaries In A Closely Held Corporation, Donald J. Zinner
Cleveland State Law Review
Excessive salaries paid by a closely held corporation create a constant debate between the "owners" of the entity and the Internal Revenue Service, and with other corporation members. The basic law as to the tax aspects underlying the controversy, in the Internal Revenue Code of 1954, is substantially as follows: The compensation claimed as a deduction must be reasonable in amount, and must be paid purely for services. Distributions of profits under the guise of salaries are not deductible. This crucial issue leads to the question: What does the word reasonable salary mean in the framework of a closely held …
Broker-Dealer Disclosure Of Corporate Inside Information, James K. Weeks, Jeffrey V. Mccormick
Broker-Dealer Disclosure Of Corporate Inside Information, James K. Weeks, Jeffrey V. Mccormick
Cleveland State Law Review
The recent decisions in the field of securities transactions do not significantly change the legal standards, but they do create an increased awareness of the problems and the limits imposed upon the financial community. It is well established now that a broker's duties to the investing public take precedence over any conflicting duties to his customers or advisees to whom he only owes a duty not to defraud them or profit at their expense. The broker further has a duty to prevent his clients from profiting at the expense of the uninformed public.
Drafting And Use Of Opinion Letters Of Counsel, Linn J. Raney
Drafting And Use Of Opinion Letters Of Counsel, Linn J. Raney
Cleveland State Law Review
This article outlines the kinds of opinions which counsel may render to a non-client via letter, the functions of such opinions in a transaction, and the preparation of opinion letters in view of the possibility of counsel's liability thereon to a non-client party. Material for the article was obtained in part from interviews with a number of individuals familiar with transactions commonly involving opinion letters and more particularly transactions wherein opinion letters are transmitted to non-clients for their reliance.
Minority Interests In Small Business Entities, John W. Hancock
Minority Interests In Small Business Entities, John W. Hancock
Cleveland State Law Review
While the subject matter of this article calls for the examination of certain aspects of "small business entities," the focus here will be almost exclusively upon partnerships and corporations. Most other types of entities are not particularly advantageous vis-avis corporations and partnerships for the active operation of a commercial or industrial enterprise.
Agreements For Small Corporation Control, Stanley Morganstern
Agreements For Small Corporation Control, Stanley Morganstern
Cleveland State Law Review
A close corporation, one owned by a few shareholders, has many unique problems which if not recognized and anticipated may well destroy it. No one plan can be made for all close corporations, as the circumstances, both present and future, must dictate particular provisions of each plan.
Franchising As A Device For The Organization, Financing, Control, And Growth Of The Small Business, John Clinton Evans Jr.
Franchising As A Device For The Organization, Financing, Control, And Growth Of The Small Business, John Clinton Evans Jr.
Cleveland State Law Review
The franchise system of distribution of goods and services is playing an increasing role in our economy. One marketing authority distinguishes between the product franchise and the franchise of an entire business entity in terms of the role played by each in our complex marketing system of today. Product franchises are given to a few selected dealers in a community, and the distribution of the product is limited to these outlets alone. The other meaning of franchise, as a method of operating an entire business will concern us here.
Book Review, Frank D. Emerson
Book Review, Frank D. Emerson
Cleveland State Law Review
Reviewing Carter F. Henderson and Albert C. Lasher, 20 Million Careless Capitalists, Doubleday & Co., 1967