Business

Indiana’s New Commercial Courts: Waiting for Work

by Allison Skimehorn, 2L Note Candidate

j16_4152Business courts may have gotten their start over 220 years ago in United States, but they are brand new to Indiana. The Indiana’s Commercial Court Pilot Project began just this June, with jurisdictions that span over the entire state. Tyler Moorhead’s article poignantly lists some of the great advantages these courts can provide, such as efficiency, common law predictability and their progressive use of technology. However, since the June 1st start date, it appears that cases on commercial court dockets have been slow to take off.  For example, the Lake, Floyd and Vanderburgh branches have not had a single filing as of September 28, 2016. Dave Stafford, Commercial court cases increase; dockets now accessible online, The Indiana Lawyer (September 28, 2016), http://www.theindianalawyer.com/commercial-court-cases-increase-dockets-now-accessible-online/PARAMS/article/41568 [https://perma.cc/VR7S-GKWF].  This absence maybe due to the fact that the court will only take cases filed after June 1st of this year and, of course, that the court is still very new.  As of now, the commercial court does remain voluntary, allowing a party to opt out of it within 30 days. However, this may change if the three year pilot is renewed indefinitely. This would eventually help those slower counties get a hold of more cases for their docket.

Another interesting part of Moorhead’s article discusses the court’s embrace of new technology. From e-discovery to litigant video conferencing, it is apparent that commercial courts are ready to take the dive into the modern era. Utilizing technology, while maintaining judicial integrity, helps lend a hand to shortening complex contract and tort claims dramatically. The article references a study that found that complex contract claims can be handled at an average of 1,138 days more quickly than their civil court counterparts.  The slow trickle of cases into the Indiana Commercial Court docket could possibly elicit a much faster turnaround time than similar complex cases in an already behind and strapped civil court system.

With the clear benefit of efficiency and technological flexibility, it’s quite a surprise that the Commercial Court Pilot Project has not been completely inundated with work. However, the project is still very new to Indiana, and will likely grow in popularity once these benefits are more clearly realized.  This specialized court has been around for 220 years, and spread to twenty-seven states due to its effectiveness, but sometimes things just take time. To learn more about this topic, check out Tyler Moorhead’s note in this issue of the Indiana Law Review. Moorhead, Tyler, Business Courts: Their Advantages, Implementation Strategies, and Indiana’s Pursuit of Its Own, 50 Ind. L. Rev. 397 (2016) (available at http://mckinneylaw.iu.edu/ilr/pdf/vol50p397.pdf).

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A Roadmap for Business and Social Movement Collaboration

by Kelly R. Eskew, J.D.
Clinical Associate Professor
Department of Business Law & Ethics
Kelley School of Business, Indiana University
1309 East Tenth Street
Bloomington, IN 47405
kreskew@indiana.edu


This year, the Indiana General Assembly offered up Senate Bill 101 (the Religious Freedom Restoration Act or “RFRA”), [1] a law ostensibly intended to protect Hoosiers from having to violate their religious principles, but widely viewed as a discriminatory response to the Seventh Circuit’s ruling in 2014 that struck down the state’s prohibition on same-sex marriage. [2] RFRA raced through the Republican supermajority legislature and was quickly made law by Governor Mike Pence, one of the nation’s most conservative governors. [3] But soon after, Pence signed an amendment that not only affirmed the rights of gays and lesbians, but also those who face discrimination on the basis of gender identity. [4]

Business and grassroots advocacy leaders collaborated to try to defeat RFRA. [5] None expected to succeed, [6] but what they achieved surprised everyone – and this collaboration is not an outlier. Businesses worked with social justice advocates on marriage equality, which is now the law throughout the country. [7] In fact, businesses often engage in such initiatives. [8] Businesses have corporate social responsibility (“CSR”) programs of varying complexity that not only make charitable donations through their foundations, but also pioneer environmental projects and work to strength communities and schools. [9] CSR is also part of the syllabus in business ethics classes, which many business schools now require students to take. [10] In other words, social responsibility has moved from fad to policy. Businesses are also creating their own social movements that mirror the principles shared by grassroots advocates in areas such as poverty eradication, health-care access, and sustainability. [11]

So when and why does the American business community align itself with grassroots social movements? And is there a roadmap that shows each how to leverage the other to achieve shared goals? A fully fleshed response to these questions is beyond the scope of this post, but the RFRA experience suggests some answers. (more…)

Company Records – An Unsexy Tool for Disputes Within Closely-Held Entities

by Hannah Kaufman Joseph & B.J. Brinkerhoff
Katz Korin P.C.
334 N. Senate Avenue
Indianapolis, Indiana 46204
317-464-1100
hjoseph@katzkorin.com
bbrinkerhoff@katzkorin.com
http://www.katzkorin.com/katz-korin-news/
http://www.katzkorin.com/hannah-kaufman-joseph/biography/
http://www.katzkorin.com/bj-brinkerhoff/biography/
https://www.facebook.com/KatzKorinPC
https://twitter.com/KatzKorin


Everyone knows that corporations and limited liability companies (“LLCs”) are governed by statutory requirements that outline how such entities must organize and govern themselves, and subsequently record those activities. [1] Oftentimes, the focus on these statutory requirements centers on whether a company has properly maintained itself as an independent organization entitled to limited liability protection from creditors, thereby insulating the owners, members, and/or shareholders from claims. [2] Thus, the applicable statutes serve as an important benchmark to determine whether a corporation or LLC has properly observed “corporate formalities.” If the organization generally complies with the statute’s specifications for the filing and upkeep of corporate records (and does not engage in behavior that would allow creditors to pierce the corporate veil), the protection afforded a company by its jurisdiction of domicile will hold tight against third parties. [3] But statutes that apply to formal business entities serve an often-disregarded, yet critical second purpose: to set forth the rights and duties the owners owe one another and the company. [4]
(more…)