Publications

Illinois Bar Journal
Articles on Business Law

Sole member of LLC shielded from personal liability for alleged frauds committed by LLC March 2014 Illinois Law Update, Page 120 On December 20, 2013, the Illinois First District Appellate Court, as a matter of first impression, held that the sole member of a limited liability company (LLC) that sold a condominium unit was not personally liable for alleged frauds committed by that LLC.
Meeting and vote required for dissolution of non-profit residential cooperatives January 2014 Illinois Law Update, Page 16 The General Not For Profit Corporation Act of 1986 has been amended to impose new requirements on nonprofit corporations organized for the ownership or administration of a residential cooperative property.
Changes to UCC forms December 2013 Illinois Law Update, Page 612 The Illinois Secretary of State recently updated the forms that may be used in UCC filings, and the font and case requirements for preparations of these forms. 14 Ill. Adm. Code 180.12.
Decisions, Decisions: Helping Clients Choose the Right Business Entity By Sherwin D. Abrams October 2013 Article, Page 530 Should your client organize as a corporation? An LLP? An LLLP? An L3C? This back-to-basics article identifies the entities and the factors to consider when choosing among them.
Caveat Emptor: Company B assumes fair-labor liability when it buys Company A By Adam W. Lasker August 2013 Lawpulse, Page 386 The federal successor-liability doctrine makes a buyer company responsible for the seller's Fair Labor Standards Act liability even if state law would hold otherwise, the seventh circuit rules.
Limiting Claims Against Dissolved Corporations By William A. Price and Brian Caster June 2013 Column, Page 312 The Dissolution Statute requires claims to accrue before the dissolution or be denied, the high court rules.
Principal must have full knowledge or have indicated agent had authorization to ratify contract May 2013 Illinois Law Update, Page 228 On March 8, 2013, the Illinois Appellate Court, First District, held there must be evidence that a principal indicated an agent was authorized to bind the principal to a contract prior to its signing, or that the principal had knowledge of the contract, for the principal to be liable under claims of apparent authority or ratification.
Vegas Comes to the Corner Pub: Guiding Business Clients Through the Video Gambling Law By Peter C. Spier April 2013 Article, Page 186 Do you have clients who want to give video gambling a try? This article explains the legal and regulatory hurdles facing eligible establishments.
The New Illinois Benefit Corporation Act By Stephen Proctor March 2013 Column, Page 156 The new law encourages creation of corporations that advance worthy public purposes.
‘Sovereign’ Immunity By Michelle Nijm December 2012 Column, Page 664 A new law helps stop frivolous UCC filings by self-styled "sovereign citizens."
The Institute of Business Laws tries to make Illinois business-friendlier By Adam W. Lasker September 2012 Lawpulse, Page 458 The volunteer Institute promotes business-friendly legislation, including a new act that lets the secretary of state dissolve partnerships and makes other small but helpful changes to business laws.
The Joy of Being Disregarded By Lin Hanson September 2012 Column, Page 500 Should your client be a "disregarded entity" for tax purposes?
Advising Family Businesses By Christine Organ July 2012 Article, Page 372 Family businesses are the backbone of today's corporate world, but lawyers who counsel them must deal with some very "noncorporate" emotional and psychological issues.
Should Illinois Have A Statutory Business Trust Act? By Asalya Akhmerova and William Price March 2012 Column, Page 164 Thirty-two states have some form of business trust statute. Illinois does not. Should it?
The Small Business Development Grant Fund created. PA 097-0406 January 2012 Illinois Law Update, Page 16 Illinois lawmakers have amended the State Fund Act to establish the Small Business Development Grant Fund as a special fund in the state treasury. 30 ILCS 105/6z-87 new.
Non-U.S. Corporations: Do You Know One When You See It? By Stephen Proctor December 2011 Column, Page 638 Corporations are often treated differently than other businesses for jurisdictional purposes.
LLC formation in Illinois or Delaware: What’s Best for Your Client? By Elizabeth A. Prendergast September 2011 Article, Page 468 A look at key differences between the Illinois and Delaware LLC statutes and how they might affect hypothetical clients.
Post-Pueblo: Liability During Administrative Dissolution By Owen R. Burgh and Terrence J. McConville September 2011 Column, Page 476 LLC members and managers are protected from personal liability even after the LLC is involuntarily dissolved. Here's a call for change.
Downsizing Shareholders’ Fiduciary Duties By Lin Hanson June 2011 Column, Page 314 The fiduciary obligations of corporate shareholders get a trim.
Recent Business Legislation and Trends: the Secretary of State’s Perspective By Michelle Nijm and Terrence J. McConville March 2011 Column, Page 158 Among other changes, corporate filings now need only be made with the SOS, not with counties.
Advancing D&O Litigation Expenses: The Power of the Perk By Jennifer A. Waters and Peter V. Baugher January 2011 Article, Page 36 Many companies promise officers and directors an advance of litigation expenses for suits filed against them. But employers may be surprised by the potential costs of this perk.
(Asset) Buyer Beware By Sherwin D. Abrams December 2010 Column, Page 644 Warning to buyers of going businesses: you may be buying some of your sellers' liabilities.
Business Lawyers and the New Ethics Rules By Markus May October 2010 Column, Page 540 It's now easier to represent multiple clients, and to practice in Illinois if you're from out of state.
Distributions By a Business Entity - Cautions for Owners and Their Counsel By Sherwin D. Abrams September 2010 Column, Page 484 Make sure your business clients aren't opening themselves to disgruntled claimants.
LLC Members by Default? By Lin Hanson June 2010 Column, Page 328 If an LLC member loses her shares, to what extent does a creditor stand in her shoes?
Organization as Client - a Continuing Dilemma for Business Lawyers By Stephen Proctor March 2010 Column, Page 160 It's an ethics problem under the old and new rules alike.
Is Selling Title Insurance a “Business Transaction”? By Joseph R. Fortunato and Steven B. Bashaw January 2010 Column, Page 50 A reference to the sale of title insurance in the new rules has some lawyers concerned.
Electronic Voting for Nonprofits By Michael J. Huft December 2009 Column, Page 634 Learn about new amendments to the Illinois General Not For Profit Corporation Act.
Managers’ Fiduciary Duty: Fixing the Illinois LLC Act By Lin Hanson September 2009 Column, Page 474 LLC members who exercise the power of a manager now owe a fiduciary duty to the company.
Two Corporate Communications Your Client May Be Getting By Stephen Proctor June 2009 Column, Page 312 One should be ignored. The other must be reviewed and answered carefully.