VOLUME 16-2 TABLE OF CONTENTS

UNINTENDED CONSEQUENCES: THE NONSENSE OF EXECUTIVE COMPENSATION OVERSIGHT
Wynn Willard

SUPPRESSING MINORITY SHAREHOLDER OPPRESSION
Peter J. Horne

WILL THE CATHOLIC CHURCH’S TAX EXEMPT STATUS BE THREATENED UNDER THE PUBLIC POLICY LIMITATION OF § 501(c)(3) IF SAME-SEX MARRIAGE BECOMES PUBLIC POLICY?
Lindsay N. Kreppel

COMMENT

PENNSYLVANIA OIL AND GAS LEASES IN BANKRUPTCY: REJECTION SHOULD OCCUR ONLY BEFORE PRODUCTION
Zachary D. Bombatch

CASE NOTES

EMPLOYEE RETIREMENT INCOME SECURITY ACT GOVERNED HEALTH PLANS WIN, EQUITABLE DOCTRINES LOSE: A LOOK INTO US AIRWAYS V. McCUTCHEN AND ITS IMPACT ON FUTURE ERISA LITIGATION
Matthew B. Andersen

BOWMAN V. SUNOCO INC.: PRESERVING THE VALIDITY OF EXCULPATORY CLAUSES WITHIN EMPLOYMENT CONTRACTS IN PENNSYLVANIA
Michael Winsko

Comments Off

Filed under Volume 16-2

UNINTENDED CONSEQUENCES: THE NONSENSE OF EXECUTIVE COMPENSATION OVERSIGHT

WYNN WILLARD

This paper questions the utility of increasingly common oversight of executive compensation that produces unintended or even opposite effects. It focuses on the accumulation of ineffectual government oversight and demonstrates its three flaws. Chief Executive Officer (“CEO”) pay averages less than 2.5% of after-tax earnings of S&P 500 companies, making it a rounding error on the corporate profit and loss statement (P&L), but it makes headlines and may be the one thing that rouses the passions of those otherwise uninvolved with the corporation. It is axiomatic that any given issue of The Wall Street Journal reports companies losing money on this or that, yet daily reports of spending far exceeding amounts paid to the CEO or the entire executive team do not generate Congressional action or public rebuke, unlike with executive pay “excesses.” Further, it does seem to matter just whose pay is at issue. Forbes reports that Tiger Woods is America’s (and the world’s) top-earning athlete, and Tyler Perry the top-earning actor, both at $78 million. This produced no debate on the floor of either the House or Senate. Madonna and Lady Gaga together pulled in $205 million as the two highest-paid musical acts, yet public concern appeared not to progress beyond a Yahoo! Answers webpage poll that simply queried “Madonna vs. Lady Gaga?”

Continue Reading>

Comments Off

Filed under Volume 16-2

SUPPRESSING MINORITY SHAREHOLDER OPPRESSION

PETER J. HORNE

A varied landscape exists for the treatment of aggrieved minority shareholders in closely-held corporations. The Model Business Corporation Act provides for standard language in defining shareholder oppression. However, three competing theories – upholding fiduciary duties, preserving reasonable expectations, and enforcing strict contract rights – have been employed across jurisdictions in order to resolve shareholder disputes. This article surveys and assesses these three approaches and concludes that a more narrow interpretation of shareholder oppression consistent with contract principles is the optimal solution. The applicable law in each jurisdiction on this issue is included in the Appendix.

Continue Reading>

Comments Off

Filed under Volume 16-2

WILL THE CATHOLIC CHURCH’S TAX EXEMPT STATUS BE THREATENED UNDER THE PUBLIC POLICY LIMITATION OF § 501(c)(3) IF SAME-SEX MARRIAGE BECOMES PUBLIC POLICY?

LINDSAY N. KREPPEL

As a result of the Supreme Court of the United States’ decision to strike down the Defense of Marriage Act’s definition of marriage as between a man and a woman, there now exists a divide between one of the Catholic Church’s established beliefs and an exception to the Internal Revenue Code’s grant of tax exempt status to religious organizations. The parameters of the Public Policy Doctrine have not fully materialized in relation to a decentralized definition of marriage, but the growing acceptance of a gender neutral characterization may jeopardize the Catholic Church’s claim that, at least on this subject, it is aligned with public interests. This article estimates that the Catholic Church is not likely to lose its tax exempt status regarding this issue. However, as the concept of gender neutral marriage becomes more pervasive, the financial consequences of a disparity between the Catholic Church’s philosophies and “well-established” public policy will demand much more attention.

Continue Reading>

Comments Off

Filed under Volume 16-2

PENNSYLVANIA OIL AND GAS LEASES IN BANKRUPTCY: REJECTION SHOULD OCCUR ONLY BEFORE PRODUCTION

ZACHARY D. BOMBATCH

Where state law governs whether an oil and gas lease conveys an estate in real property or only grants a license or easement for extraction of oil and gas, and a recent Pennsylvania Supreme Court decision holds that oil and gas leases convey oil and gas interests in fee simple determinable upon production, rejection of an oil and gas lease in bankruptcy should only occur prior to the production of oil and gas.

Continue Reading>

Comments Off

Filed under Volume 16-2

EMPLOYEE RETIREMENT INCOME SECURITY ACT GOVERNED HEALTH PLANS WIN, EQUITABLE DOCTRINES LOSE: A LOOK INTO US AIRWAYS V. McCUTCHEN AND ITS IMPACT ON FUTURE ERISA LITIGATION

MATTHEW B. ANDERSEN

The Supreme Court held that, in a lawsuit brought pursuant to section 502(a)(3) of ERISA, the plain language of the plan trumps equitable doctrines when the plan’s administrator is enforcing an equitable lien, and the plan’s language is unambiguous.

Continue Reading>

Comments Off

Filed under Volume 16-2