Publications

Illinois Bar Journal
Articles on Corporations

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.
Nonprofits now allowed for agricultural compost cooperatives January 2014 Illinois Law Update, Page 16 The General Not For Profit Corporation Act of 1986 has been amended to allow for the formation of nonprofits for the purpose of cooperatively owning and operating agriculture-based anaerobic digestion systems.
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.
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.
Should Derivative Legal Malpractice Be Allowed in Illinois? By Timothy J. Miller February 2013 Article, Page 96 Should shareholders who have no relationship with a corporation's lawyer be able to bring a legal malpractice suit on behalf of the entity? This author says "no."
Shareholder Drag-Along Rights in Illinois By Markus May June 2012 Article, Page 320 Drag-along rights let majority shareholders force others to sell at the same price and on the same terms, making the shares more valuable. The author argues they should be enforceable in Illinois and offers a checklist for drafting drag-along provisions.
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.
Doing Well and Doing Good: Low-Profit Limited Liability Companies By Bradford E. Block June 2011 Article, Page 310 Low-profit LLCs - "L3Cs" - can attract investment that conventional nonprofits cannot, and Illinois is one of the few states that allow them. Here's how they work.
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.
Spooky Tales from the Malpractice Coverage Campfire By Karen Erger February 2011 Column, Page 104 Don't let exclusions in your malpractice coverage give you a scary surprise.
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.
Personal jurisdiction found over out-of-state corporation in retaliatory discharge case January 2011 Illinois Law Update, Page 16 On November 5, 2010, the Appellate Court of Illinois, Fourth District, reversed and remanded a decision of the Circuit Court of Champaign County, finding personal jurisdiction over a California corporation in a retaliatory discharge case.
“They’re Bad-Mouthing the Business”: Suing for Defamation and Related Claims on Behalf of a Corporation and its Officers By Joseph J. Siprut October 2010 Article, Page 528 Your business client wants you to respond to lies told by competitors or others. What now? This article reviews the options.
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.
Fiduciary Duties of Shareholders of Closely Held Corporations By Keith H. Berk, Scott A. Josephson, and Miriam Volchenboum March 2010 Article, Page 148 Shareholders of closely held corporations are held to a higher fiduciary standard than those of publicly traded organizations. Find out how.
So you want to be house counsel By Helen W. Gunnarsson January 2010 Lawpulse, Page 10 Be sure to give your prospective employer a thorough going-over before you say "yes".
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.
When Can You Defend Both a Corporation and Its Officers? By Richard L. Miller, II and Joshua E. Liebman December 2009 Article, Page 618 When they're sued, corporations and their officers often turn to the corporation's lawyer. But look out for conflicts of interest before you undertake joint representation.
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.
When it comes to corporate governance, formalities matter By Helen W. Gunnarsson April 2009 Lawpulse, Page 168 Help your corporate clients understand the importance of - and comply with - formalities such as preserving minutes, buying enough insurance, and the like.
Directors’ Duty to Creditors By Lin Hanson March 2009 Column, Page 152 If a corporation becomes insolvent, directors and officers owe a duty to creditors.
Helping Clients Observe Corporate Formalities By Lin Hanson December 2008 Column, Page 640 By helping corporate clients with minutes, meetings and more you demonstrate your business value.
The Business Corporation Act’s “Quickie” Claim Bar By Lin Hanson September 2008 Column, Page 480  Dissolving corporations can use this to reduce the period during which they remain liable.
Asked and Answered July 2008 Column, Page 369 Is a spouse entitled to corporate assets?
Successor Liability in Illinois By George W. Kuney March 2008 Article, Page 148 Find out when creditors and tort victims can sue the buyer of a business for the debts and torts of the seller.
Does the LLC Make the Illinois Close Corporation with S Election Obsolete? By Gail Petravick and Coleen Troutman October 2007 Article, Page 532 The LLC has many benefits and few negatives for closely held businesses. Will it make the Subchapter S election obsolete?
Changes Made to Business Corporation Act September 2007 Illinois Law Update, Page 460 The Secretary of State has amended the rules governing the Business Corporation Act (Act), 805 ILCS 5/1.01 et seq, and has added a section that concerns amending a previously filed annual report.
Helping Business Owners Avoid Personal Liability By Markus May June 2007 Article, Page 310 A recent case describes how business owners should run their companies as separate entities to avoid being held personally liable.
No breach of fiduciary duty in merger May 2007 Illinois Law Update, Page 236 On March 8, 2007, the Illinois Appellate Court, First District, affirmed the Circuit Court of Cook County's dismissal of the plaintiffs' breach of fiduciary claims against members of Bank One's board of directors.
Illinois Supreme Court allows direct participant liability theory for first time April 2007 Illinois Law Update, Page 176 On February 16, 2007, the Illinois Supreme Court affirmed the decision of the Illinois Appellate Court, First District, reversing the Circuit Court of Cook County's order of summary judgment for defendant Clark USA (CUSA).