When is it legal for an employer to discriminate in their hiring practices based on a Bona Fide Occupation Qualification?

Author: Stephanie Scott, Associate Member, University of Cincinnati Law Review

Although it is illegal for an employer to discriminate against an employee based on the individual’s sex, Title VII of the Civil Rights Act of 1964 allows employers an exception when employment discrimination is based on a “bona fide occupational qualification” (BFOQ). Courts have upheld discrimination on the basis of sex for some BFOQ that impact employee safety, but even then exceptions apply. Continue reading “When is it legal for an employer to discriminate in their hiring practices based on a Bona Fide Occupation Qualification?”

The FTC and Cybersecurity: Unfair Business Practices or Unfair Business Expectations

Author: Brooke Logsdon, Associate Member, University of Cincinnati Law Review

National Cybersecurity, or the lack thereof, has frequently been front and center in our national news these days. Despite the recent increase of cyber-attacks on corporate entities such as Target, Ashley Madison, and Anthem,[1] Congress has yet to pass an adequate cybersecurity bill that would protect our government, our infrastructure, and our private sector from cybersecurity attacks.[2] When Wyndham Hotels fell victim to cyber-attacks in 2008, it decided to fight the Federal Trade Commission’s (FTC) authority to declare business practices “unfair.” Continue reading “The FTC and Cybersecurity: Unfair Business Practices or Unfair Business Expectations”

No One Shareholder Should Have All That Power: When Delaware’s Entire Fairness Standard Applies to Controlling Shareholder Transactions

Author: Dan Stroh, Associate Member, University of Cincinnati Law Review

In recent years, Delaware courts have decided several important cases regarding the appropriate standard of review to apply when minority shareholders challenge actions taken by controlling shareholders.[1] In In re Crimson Exploration, the Delaware Court of Chancery created a clarifying framework for courts to analyze the propriety of shareholder involvement and control in the context of a corporate merger.[2] Merger transactions between large companies occur on a regular basis,[3] making any significant decision in this field very important, because the ability of shareholders to protect their interests is paramount in this area of business. The court’s decision clarified that shareholder “control” will be determined on an ad hoc basis, applying all relevant facts and circumstances, and it provided guidance as to when to apply “entire fairness” scrutiny to a board of directors’ decisions. Because corporate law decisions from Delaware are highly regarded due to the large number of corporations that choose to incorporate within the state,[4] the Court of Chancery’s Crimson decision will likely have significant implications for corporate law across the country.

Continue reading “No One Shareholder Should Have All That Power: When Delaware’s Entire Fairness Standard Applies to Controlling Shareholder Transactions”