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 to at-will-employment This section also discusses the necessity of using the reasonable expectations test to determine the implied terms of any employment contract binding on the shareholders. Finally, this Comment concludes by arguing that this new judicial standard will provide further needed fairness, predictability and consistency otherwise lacking under Ohio's optional close corporation statute.
Kuhlman, Kathleen L.
"Beyond Crosby v. Beam: Ohio Courts Extend Protection of Minority Stockholders of Close Corporations,"
Akron Law Review: Vol. 27
, Article 7.
Available at: http://ideaexchange.uakron.edu/akronlawreview/vol27/iss3/7