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The Business Purpose Doctrine In Corporate Divisions, Stephen Rigsby
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 …
Beyond Crosby V. Beam: Ohio Courts Extend Protection Of Minority Stockholders Of Close Corporations, Kathleen L. Kuhlman
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 …
Does Corporate Law Matter? Legal Capital Restrictions On Stock Distributions, Craig A. Peterson, Norman W. Hawker
Does Corporate Law Matter? Legal Capital Restrictions On Stock Distributions, Craig A. Peterson, Norman W. Hawker
Akron Law Review
This paper consists of five sections, including this introduction. The background section of this article consists of several parts. First, we provide an historical overview of the legal capital doctrines restricting dividends. Second, we briefly summarize and illustrate six basic types of state statutory restrictions on dividends and other distributions to shareholders. Third, we examine the criticisms of legal capital that has led many states to abandon the use of concepts like stated capital and surplus to restrict financial distributions to shareholders. Fourth, a discussion of the generally accepted accounting principles ("GAAP") and mechanics of legal capital and stock distributions …