Academic journal article
By Treinen, Michael
Journal of Corporation Law , Vol. 29, No. 4
Corporate Iowa (those corporations headquartered in Iowa and/or doing business in Iowa) is no stranger to historic preservation. Businesses have made significant efforts in, and have reaped notable benefits from, the rehabilitation and preservation of older buildings for more than three decades. It is now common to see a historically significant home restored and utilized as a bed-and-breakfast,1 a downtown neighborhood with older buildings utilized for small shops or restaurants,2 or even a former power-generating station now serving as a restaurant.3 However, Iowa communities have found it a tough sell to find consistent utilization for larger office buildings, historic hotels, and old schools.4 Why are corporations opening locations in Iowa reluctant to invest in these treasures, rich in architectural detail and often accompanied by a storied past? The simple answer is profit. It is often cheaper, and the locations more accessible, when new businesses build new facilities on vacant or recently cleared land.5 But this accomplishes nothing in the way of utilizing existing structures.
Enter various preservation statutes and tax incentives.6 Beginning as early as 1916,7 but taking more concrete form at the time of the Johnson Administration,8 these statutes provided objectives of preservation of historically significant property and reasons for so doing.9 While in most recent form,10 preservation statutes go a long way to identify and describe positive aspects of preservation, they have fallen short of effectively rehabilitating and preserving many of Iowa's once prominent commercial and municipal buildings.11 One can give many possible reasons for the shortfall, but there are at least two factors consistently underlying any reasoning. First, corporate directors have not found sufficient benefits in utilizing the larger historic buildings, despite statutory incentives.12 second, Iowa communities continue to do nearly as much, if not more, in the way of aiding incoming business development with new construction, which commonly leads to the abandonment of older buildings.13
Considering these sentiments, as well as the benefits and objectives of historic preservation, this Note assesses the current situation, analyzes corporate duties and attitudes, and recommends changes in interpretation and policy. Part II examines the present statutory scheme, both under the Iowa Code and federal provisions, and reviews other economic development incentives. It looks at some of Iowa's current historic corporate property, illustrating possibilities for corporations. It will also outline corporate law, directors' duties, and how preservation and rehabilitation fit into corporate objectives. It will further cover why corporate decision-makers can be hostile to some preservation projects, and yet so friendly and open to others, including many of the truths and misunderstandings that underlie attitudes regarding preservation. Based on this information, one can glean several principles of corporate decision-making, including the larger gamut of directors' duties, and begin to see how to tailor preservation regulation to corporate success. These principles will serve as a guide in Part Ill's exploration of potential approaches to harmonizing preservation measures with corporate objectives, both from a statutory and local government policy perspective, and from a corporate decision-making point of view.
Part III attempts to enhance awareness of those incentives and advantages currently available to Iowa corporations that could utilize historic resources and maintain vibrant downtowns and historic districts. It demonstrates why historic properties are a resource offering many advantages for corporations, especially given the current availability of such properties and statutory incentives regarding them. Part IV examines potentially beneficial changes in preservation law. Finally, Part V aims to outline and recommend a specific statutory "firming up," so to speak, when it comes to communities approaching new business with a unified objective of restoring and maintaining our historic buildings. …