Breach of Fiduciary Duty and Aiding and Abetting Claims in Ohio
In Ohio, the relationship between the officers and directors and their corporation and its stockholders is one of trust. It is also known as a "fiduciary" relationship. Ohio Revised Code Sections 1701.59 and 1701.60 codify the scope of a director's fiduciar...Full Article
U.S. v. Nosal: Enhancing Employers' Ability to Protect Company-Owned Information
The Ninth Circuit recently decided to rehear en banc the case of U.S. v. Nosal, in which the court had determined that an employee could be held criminally liable under the Computer Fraud and Abuse Act ("CFAA") for misappropriating an employer's information...Full Article
Ohio Use Tax Amnesty Program and Ohio Department of Taxation's Proposed Rules
The Ohio biennial budget, House Bill 153, was signed by Governor Kasich on June 30, 2011. Included in this bill is a use tax amnesty program aimed as recovering unpaid use tax. This amnesty program begins on October 1, 2011 and runs through May 1, 2013. Under this program, the Department of Taxation will waive any use tax due on purchaser made prior to January 1, 2009 for consumers (individuals and businesses) who qualify under the program... Full Article.
Ohio Legislature Seeks to Close the Common-Law Gap Allowing Former Shareholder Liability
One of the largest benefits of conducting business in the corporate form is the limitation on shareholders' liability for claims against the corporation. Most shareholders of Ohio corporations know and rely upon the fact that, provided they observe corporate formalities, they cannot be personally accountable for the debts incurred by their corporate entities. However, in Ohio, this fundamental tenet of corporate law has a large but seldom-discussed exception... Full Article.
Dodd-Frank Wall Street Reform and Consumer Protection Act: New Whistleblower Incentives and Private Rights of Action
On May 25, 2011, the U.S. Securities and Exchange Commission (SEC) adopted final rules and regulations implementing new whistleblower incentive provisions and a new private right of action announced in the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) enacted by Congress on July 21, 2010... Full Article.
AT&T Mobility LLC v. Concepcion: Class Arbitration Waiver Held Enforceable By Supreme Court
A recent decision by the United States Supreme Court in AT&T Mobility LLC v. Concepcion et. al. 131 S. Ct. 140; 179 L.Ed. 2d 742; 2011 U.S. Lexis 3367 (April 27, 2011) upheld waiver of class arbitration in a cellular phone sale and servicing agreement. The issue before the Supreme Court was whether or not the California law holding some waivers of class arbitration unconscionable was preempted by the Federal Arbitration Act... Full Article.
Southern District of Ohio Upholds Structure of Mr. Tire's Pay to Managers
In a lengthy opinion entered by Judge Gregory Frost of the Southern District of Ohio, the Court upheld the pay structure utilized by Mr. Tire Auto Service Centers ("Mr. Tire") to pay its store managers and assistant managers. See Mcaninch v. Monro Muffler Brake, Inc., S.D. Ohio Case No. 2:09-cv-989. Despite the fact that Mr. Tire's compensation structure was complicated and did not tie pay to actual sales, the Court held that the structure satisfied the Fair Labor Standard Act's overtime exemption for commissions paid to employees at a retail or service establishment... Full Article.
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