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Articles 1 - 30 of 94
Full-Text Articles in Law
Covid-19 Relief For Opportunity Zone Funds And Investors, Adam Wallwork, Gary Hecimovich
Covid-19 Relief For Opportunity Zone Funds And Investors, Adam Wallwork, Gary Hecimovich
Cleveland State Law Review
This Article describes how temporary changes to the qualified opportunity zone (QOZ) tax incentive, combined with new reliance regulations that clarify the requirements for qualified opportunity zone businesses (QOZBs) to modify their written plans to expend working capital in response to the ongoing coronavirus emergency, will make more individuals and entities eligible for federal tax stimulus by increasing flexibility for the qualified opportunity funds (QOFs) and QOZBs in which they invest to redeploy their capital into qualifying business development projects in a QOZ.
Late To The Crowd: How Ohio's Crowdfunding Bill Fails To Achieve Inclusiveness And Efficiency, Nathan E. Hill
Late To The Crowd: How Ohio's Crowdfunding Bill Fails To Achieve Inclusiveness And Efficiency, Nathan E. Hill
Cleveland State Law Review
Almost half of all small and medium sized businesses within the United States fail within the first five years. One of the main contributing factors to that failure is the inability to raise enough money to operate. While there are many ways for businesses to raise operating capital, the most accessible and sometimes the most efficient way is through a process called equity-based crowdfunding—the offering of shares in exchange for an investment raised through an online portal. In 2012, after seeing the success of equity-based crowdfunding in other countries, the United States passed the Jumpstart Our Business Startups Act (JOBS …
Reexamining The Vicarious Criminal Liability Of Corporations For The Willful Crimes Of Their Employees, Evan Tuttle
Reexamining The Vicarious Criminal Liability Of Corporations For The Willful Crimes Of Their Employees, Evan Tuttle
Cleveland State Law Review
Corporate compliance programs in the United States have evolved substantially in the past several decades, expanding exponentially in both number and scope. Yet, our legal standard of corporate criminal liability for the acts of employees has remained largely unchanged for the past fifty years. United States v. Hilton Hotels established that a corporation can be held liable for the acts of its employee, even though the employee’s conduct may be contrary to their actual instructions or contrary to the employer’s stated policies. That holding, cited with favor by the Supreme Court, was based on a deeply flawed interpretation of precedent, …
Grab The Fire Extinguisher Comparing Uk Schemes Of Arrangement To U.S. Corporate Bankruptcy After Jevic, David S. Stevenson
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 navigate thanks to …
Expelling Law Firm Partners, Douglas R. Richmond
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 …
Piercing The Corporate Veil In Ohio: The Need For A New Standard Following Dombroski V. Wellpoint, Inc., Case Comment, Margaret A. Sweeney
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 courts of appeals. Part IV.B …
Ohio's New Partnership Law , Jeanne M. Rickert
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.
The Criminal Corporation: Is Ohio Prepared For Corporate Criminal Prosecutions For Workplace Fatalities, Judy K. Broussard
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
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 its legislative centerpiece, the …
Is The Imposition Of Fiduciary Responsibilities Running From Managers, Directors, And Majority Shareholders To Minority Shareholders Economically Efficient, Mark Blair Barta
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 …
Advising The Family Business Owner In Succession Planning: The Daughter Option, Debra G. Simms
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.
Post Smith V. Van Gorkom Director Liability Legislation With A Proactive Perspective, Lynn A. Howell
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 …
Where Have All The Directors Gone: Corporate Director And Officer Liability And Coping With The Insurance Crisis, Richard A. Myers Jr.
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.
Mergers And Acquisitions: The Quintessence Of Change, James C. Freund
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.
State Takeover Legislation And The Commerce Clause: The Foreign Corporations Problem, Jed Rubenfeld
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 and …
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 …
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