Should Derivative Legal Malpractice Be Allowed in Illinois?By Timothy J. MillerFebruary 2013Article, Page 96Should 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 IllinoisBy Markus MayJune 2012Article, Page 320Drag-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.
Doing Well and Doing Good: Low-Profit Limited Liability CompaniesBy Bradford E. BlockJune 2011Article, Page 310Low-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.
Advancing D&O Litigation Expenses: The Power of the PerkBy Jennifer A. Waters and Peter V. BaugherJanuary 2011Article, Page 36Many 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 caseJanuary 2011Illinois Law Update, Page 16On 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.
Fiduciary Duties of Shareholders of Closely Held CorporationsBy Keith H. Berk, Scott A. Josephson, and Miriam VolchenboumMarch 2010Article, Page 148Shareholders 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 counselBy Helen W. GunnarssonJanuary 2010Lawpulse, Page 10Be sure to give your prospective employer a thorough going-over before you say "yes".
Electronic Voting for NonprofitsBy Michael J. HuftDecember 2009Column, Page 634Learn 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. LiebmanDecember 2009Article, Page 618When 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.
When it comes to corporate governance, formalities matterBy Helen W. GunnarssonApril 2009Lawpulse, Page 168Help your corporate clients understand the importance of - and comply with - formalities such as preserving minutes, buying enough insurance, and the like.
Directors' Duty to CreditorsBy Lin HansonMarch 2009Column, Page 152If a corporation becomes insolvent, directors and officers owe a duty to creditors.
Helping Clients Observe Corporate FormalitiesBy Lin HansonDecember 2008Column, Page 640By helping corporate clients with minutes, meetings and more you demonstrate your business value.
Asked and AnsweredJuly 2008Column, Page 369Is a spouse entitled to corporate assets?
Successor Liability in IllinoisBy George W. KuneyMarch 2008Article, Page 148Find out when creditors and tort victims can sue the buyer of a business for the debts and torts of the seller.
Changes Made to Business Corporation ActSeptember 2007Illinois Law Update, Page 460The 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 LiabilityBy Markus MayJune 2007Article, Page 310A 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 mergerMay 2007Illinois Law Update, Page 236On 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 timeApril 2007Illinois Law Update, Page 176On 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).
Parent companies more vulnerable to suit for subsidiaries' tortsBy Helen W. GunnarssonApril 2007Lawpulse, Page 170Under the direct participant theory, recently adopted by the Illinois Supreme Court, a parent business that guides its subsidiary's activities may be liable for the subsidiary's torts.
No breach of fiduciary duty in planning a new, competing businessDecember 2006Illinois Law Update, Page 650On September 27, 2006, the Illinois Appellate Court, First District, upheld the Circuit Court of Cook County's findings that the appellees, Hallman and McQueen, did not violate their fiduciary duties as former employees of Cooper Linse Hallman Capitol Management, Inc (Cooper).
Shareholder Agreements in IllinoisBy Lin HansonDecember 2006Column, Page 680The history of - and practice pointers about - shareholder agreements for close corporations.
