| Continuity of Existence in Choosing a Form of Business Organization |
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| Continuity of existence is an important factor in choosing the structure of a business. The value of a business when viewed as a continuing or "going" concern is likely to be considered higher than the same business if it is being dissolved and its value is being distributed. More... |
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| Minority Shareholder Remedies |
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| Shareholders who control corporations either through majority ownership or ownership of sufficient shares in a particular corporate structure to exercise control have a duty of fairness to minority shareholders. In addition to such fairness required by courts, corporation statutes of most states provide for additional remedies for minority shareholders. Those remedies include appraisal rights, dissolution, and judicial intervention. More... |
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| Compliance with the ADEA/OWBPA |
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| After the United States Supreme Court decided Ohio v. Betts in 1989, Congress amended the ADEA by passing The Older Workers Benefit Protection Act of 1990 3 (OWBPA). The OWBPA further clarifies Congress's original intent relative to age-based discrimination in the area of employee benefits. Under the OWBPA, an employee may reduce benefits for older workers only when the cost of providing reduced benefits is the same as it is for younger workers. An employer cannot prevent an older employee's pension from accumulating or accruing if the employee works past normal retirement age. The practice of forcing older workers to take early retirement is also addressed.
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| Business & Corporate Entities> Corporations> Directors & Officers> Management Duties & Liabilities |
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| (Sources of Document Retention Requirements) More... |
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| Corporate Loans to Directors and Officers |
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| At common law, a corporation's surplus funds could lawfully be loaned to directors and officers of the corporation unless the loan was fundamentally unfair to the shareholders, concealed from the shareholders, or fraudulent. The circumstances under which a corporation may permissibly make loans to directors and officers are now largely governed by statute. The permissibility of such loans varies from state to state. Most jurisdictions have adopted some version of the Revised Model Business Corporation Act (Act). Under the Act, a corporation generally cannot make a personal loan to an officer or a director unless the loan has been approved (or subsequently ratified) by a majority of the shareholders. If an approved loan is challenged, judicial review is often focused on whether the loan was fair overall to the corporation and its shareholders. More... |
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