Law Commons^™

The Business Purpose Doctrine In Corporate Divisions, Stephen Rigsby

Akron Law Review

The corporate division, however, lends itself to schemes for avoidance of tax. These schemes are attempts to convert ordinary income into income taxable at capital gains rates. An elaborate statutory mechanism has been created to prevent this conversion. In addition, the courts have created judicial doctrines which sometimes work by adding to the statutory framework and sometimes overlap. The resulting confusion of statute and judicial doctrine is the subject of this article. The investigation will focus on that part of the statute known as the device clause and its interaction with the judicial doctrines which together are known as the …

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 …

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.

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 …

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 …

Looking Back And Looking Forward: Sarbanes-Oxley And The Future Of Corporate Governance, Scott Harshbarger, Goutam U. Jois

Akron Law Review

In this Article, we argue that all groups: business leaders, regulators and shareholders, should recognize the steps that must be taken to create a competitive, fair and ethical corporate climate. We are not calling merely for “voluntary cooperation” from businesses to improve the current situation. Indeed, SOX exists and is appropriate for this situation precisely because it imposes baseline obligations with which corporations are required to comply. Moreover, other regulations regarding independent directors, expensing of stock options, etc. are needed and are vital to keeping business interests in line with society’s. However, business leaders and regulators will have an easier …

The Myth Of The Unbiased Director, Regina F. Burch

Akron Law Review

This Article seeks to use social science research to better understand why these and other corporate governance problems persist. One reason may be that boards are biased as to how they respond to these issues. Social science research on risk perception informs us that individuals’ “preferences among different types of risk taking (or avoiding), correspond to cultural biases—that is, to worldviews or ideologies entailing deeply held values and beliefs defending different patterns of social relations.” Cultural theorists have identified four competing worldviews: communitarian, individualistic, hierarchical, and egalitarian. The communitarian and individualistic worldviews are at opposite ends of a spectrum measuring …

Corporate Social Responsibility And The New Governance: In Search Of Epstein's Good Company In The Employment Context, Michael B. Runnels, Elizabeth J. Kennedy, Rev. Timothy B. Brown S.J.

Akron Law Review

The purpose of this Article is to apply Epstein’s Good Company framework to corporate behavior that falls under three distinct employment law issues31 that continually challenge TNCs as they conduct business. Part I summarizes Epstein’s Good Company framework and his insights about the Good Company. Part II integrates Epstein’s Good Company framework with TNCs’ ability to curb the use of abusive forms of child labor (enact responsible child labor policies), foster open, democratic, and collaborative workplaces (improved employer-employee bargaining), and to create an ethic of care for employees (ethic of care). Part III briefly analyzes our findings, suggests modifications to …