Publications

Illinois Bar Journal
Articles on Corporations

Parent companies more vulnerable to suit for subsidiaries’ torts By Helen W. Gunnarsson April 2007 Lawpulse, Page 170 Under 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.
Are a Closely Held Corporation’s Retained Earnings Fair Game for a Divorcing Spouse? By Michael W. Kalcheim January 2007 Article, Page 30 Can the non-employee spouse make a claim for reimbursement to the marital estate from the retained earnings of a closely held corporation? This article considers the question.
No breach of fiduciary duty in planning a new, competing business December 2006 Illinois Law Update, Page 650 On 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 Illinois By Lin Hanson December 2006 Column, Page 680 The history of - and practice pointers about - shareholder agreements for close corporations.
Corporate Voting By Lin Hanson September 2006 Column, Page 500 A refresher course on corporate voting rights.
An Illinois Not-For-Profit Directors’ Compliance Checklist By William E. Westerbeke September 2006 Article, Page 484 A carefully crafted compliance checklist can help board members stand up to today's careful scrutiny. 
What’s in a Name? For UCC Filings Under Revised Article 9, Everything By Edward J. Underhill June 2006 Article, Page 314 Secured creditors must be prepared to modify their searching and filing practices to assure that security interests remain enforceable.
Corporate officers not personally liable for employee vacation, severance pay By Helen W. Gunnarsson December 2005 Lawpulse, Page 614 The Illinois Supreme Court ruled that officers and directors aren't liable under the Illinois Wage Payment and Collection Act for employees' unpaid vacation time and severance pay.
The Dangers of Successor Liability When buying Illinois Business Assets By Raymond P. Kolak December 2005 Article, Page 640 Buying the assets, rather than the stock, of a business does not always protect the buyer from the seller's liabilities.
Business Corporation Act revised for greater shareholder attendance PA 094-0655 November 2005 Illinois Law Update, Page 564 The Business Corporation Act of 1983 (Act), 805 ILCS 5/1.01 et seq, confers much discretion regarding the location of shareholder meetings.
A bouquet of business-friendly bills By Helen W. Gunnarsson September 2005 Lawpulse, Page 438 Thanks to the Illinois General Assembly, purveyors of business advice have good news to deliver to their clients.
Planning for Business Breakups By Lin Hanson September 2005 Column, Page 482 Pre-planning helps make endings happy – or at least less unhappy.  
A plaintiff must establish a prima facie basis for exercising long-arm jurisdiction over a non-resident corporation July 2005 Illinois Law Update, Page 336 On April 13, 2005, the Illinois Appellate Court, Fifth District, reversed the Circuit Court of Lawrence County's decision finding personal jurisdiction over a successor non-resident defendant corporation. 
The ABCs of D&O Insurance: An Illinois Lawyer’s Guide By Anjali C. Das June 2005 Article, Page 304 A look at common D&O policy provisions and exclusions with a view toward helping lawyers advise corporate clients.
Administrative Dissolution: Tearing a Hole in the Corporate Veil By Lin Hanson June 2005 Column, Page 312 Involuntary dissolution for failure to pay taxes or fees can put directors and officers at risk.
Salaries at not-for-profits: the IRS takes a hard look By Helen W. Gunnarsson February 2005 Lawpulse, Page 62 If you advise or sit on the board of a tax-exempt organization, take note of an IRS initiative to make sure nonprofits aren't paying employees too much.
Limited license for corporate counsel; a mixed blessing? By Helen W. Gunnarsson April 2004 Lawpulse, Page 170 New Supreme Court Rule 716, which creates a limited license to practice for Illinois-based in-house counsel, is getting mixed reviews in corporate law departments.
Corporate Officials to be Held Criminally Responsible for Misconduct P.A. 93-0496 December 2003 Illinois Law Update, Page 600 Effective January 1, 2004, the Criminal Code is amended to hold those responsible for corporate misconduct criminally accountable.
Apportioning Stock Options at Divorce: A Detailed Guide By Michael W. Kalcheim September 2003 Article, Page 454 Companies still use stock options; here's how to apportion them.
Post-Enron 10b-5 Secondary Actor Liability: A New Standard for Attorneys By Daniel A. Ninivaggi, Stephen J. Senderowitz, and James J. Cotter July 2003 Article, Page 350 Attorneys now might be as liable for false or misleading disclosures as their issuer clients
Determining Fair Value for Minority Shareholders Who Sue for Corporate Wrongdoing By John T. Schriver and Paul J. Much April 2003 Article, Page 199 Illinois minority shareholders can sue to have their shares bought out for "fair value"; but what does that mean?
The Illinois Supreme Court’s 2002 Civil Cases: A New Court Settles In By Nancy J. Arnold, Tim Eaton, and Michael T. Reagan April 2003 Article, Page 172 Our annual review of the leading cases.
Sarbanes-Oxley and document retention By Helen W. Gunnarsson April 2003 Lawpulse, Page 162 Do the new requirements governing retention, destruction and alteration of financial records apply to e-mail and other electronic documents? It's better to be safe than sorry.
The Sarbanes-Oxley Act: How Will it Affect D&O Insurance Coverage? By Steven R. Smith March 2003 Article, Page 128 A review of the D&O insurance-policy terms likely to come up in litigation under the Act.
Attorney-Client Privilege, Corporate Clients and the Control-Group Test By Daniel J. Polatsek February 2003 Article, Page 80 An explanation of how and when the attorney-client privilege protects communications between a corporate client and a third party.
Amendment to Business Corporation Act of 1983 P.A. 92-0771 January 2003 Illinois Law Update, Page 14 Gov. Ryan signed into law an amendment to the Business Corporation Act of 1983 which provides that a corporation may allow members entitled to vote to participate in any meeting through the use of interactive technology.
Employment agreement between physician and unlicensed not-for-profit corporation violates prohibition against corporate practice of medicine December 2002 Illinois Law Update, Page 634 On September 19, 2002, the Illinois Supreme Court held that a physician's employment agreement her employer violated the prohibition against the corporate practice of medicine and was void and unenforceable.
Corporate reform bill tough on lawyers By Helen W. Gunnarsson September 2002 Lawpulse, Page 448 Ironically, the SEC was lukewarm to less stringent ethics rules urged by a U of I law prof and colleagues last spring.
After being involuntarily dissolved, reincorporation of a homeowners association is not a mere formality and must conform to the requirements of the Illinois General Not For Profit Corporation Act of 1986 July 2002 Illinois Law Update, Page 344 Residential homeowners filed two declaratory judgment actions against the York Woods Community Association alleging that the association was not the legitimate successor of the prior homeowners association, which was involuntarily dissolved by the secretary of state.
…and to secretary of state’s office By Helen W. Gunnarsson June 2002 Lawpulse, Page 282 You can now file articles of incorporation by fax, with more soon to come.