Section Newsletters

Articles From Charles W. Murdock

The Dangers of Anti-Reliance, Integration, and General Release Provisions in Sales of Stock By Charles W. Murdock Business and Securities Law, May 2023 In Walworth Investments-LG, LLC v. Mu Sigma, Inc., the Illinois Supreme Court issued an opinion that emphasizes the need for any attorney representing a shareholder selling stock to the corporation or a controlling shareholder to exercise due diligence in determining the basis for the shareholder’s decision to sell and in drafting or reviewing the sales agreement.
Anti-Reliance Language in Stock Purchase Agreements: A Cautionary Tale By Prof. Charles W. Murdock & Richard Paula Business and Securities Law, October 2022 A summary and analysis of Walworth Investments-LG, LLC. v. Mu Sigma Inc. and Dhiraj C. Rajaram.
Indeck Energy Services, Inc: The Supreme Court Introduces Uncertainty Into Settled Law Regarding the Corporate Opportunity Doctrine By Professor Charles W. Murdock Business and Securities Law, July 2022 An analysis of the factors set forth in Paulman v. Kritzer to determine whether there is a corporate opportunity.
Elleby v. Forest Alarm Service: A Primer for Making Demand and Requesting Inspection of Books and Records By J.J. Jahania & Prof. Charles W. Murdock Elder Law, January 2022 A summary and analysis of the appellate court's decision in Elleby v. Forest Alarm Service, Inc.
Diana Angell v. Santefort Family Holdings, LLC: The Silkworm and the Spider; Remembering Lessons From Aesops Fables By Prof. Charles W. Murdock & Maximilian J. Ohle Business and Securities Law, December 2021 A summary and analysis of Angell v. Santefort Family Holdings, a unique piercing the veil case.
LLC Fiduciary Duties: The Significance of the Current Amendments By Prof. Charles W. Murdock Business and Securities Law, December 2021 The governor recently signed into law SB 1795, which has made several significant changes regarding the law of fiduciary duties in LLCs.
Elleby v. Forest Alarm Service: A Primer for Making Demand and Requesting Inspection of Books and Records By J.J. Jahania & Prof. Charles W. Murdock Business and Securities Law, October 2021 A summary and analysis of the appellate court's decision in Elleby v. Forest Alarm Service, Inc.
Advantage Marketing Group, Inc. v. Keane: Seek a Waiver or Resign Before You Transact and Sign By Prof. Charles W. Murdock & Barbara Meneses Business and Securities Law, October 2020 When a shareholder in a closely held corporation becomes disaffected, it is not unusual that they take actions somewhat similar to those that the plaintiff pled the defendant took in Advantage Marketing Group, Inc. v. Keane.
Machnicki v. Kurowski: Mądry Polak Po Szkodzie—After the Damage, Comes the Wisdom By Prof. Charles W. Murdock & Anabel Abarca Business and Securities Law, October 2020 In Machnicki v. Kurowski, the plaintiffs sought to partition real estate and ended up buying out the recalcitrant "partner" and getting hit with punitive damages and attorneys’ fees.
Saccameno v. Ocwen Loan Servicing, LLC: Punitive Damages Awarded When Business Ignores Its Own Database By Connor Q. Hollander & Prof. Charles W. Murdock Business and Securities Law, June 2020 In Saccameno v. Ocwen Loan Servicing, LLC, the court affirmed a jury verdict of punitive damages for violating the Illinois Consumer Fraud and Deceptive Business Practices Act based on Illinois’ corporate complicity doctrine.
Insider Trading Update By Prof. Charles W. Murdock Business and Securities Law, October 2019 Recently, the U.S. Supreme Court grappled with the requirement that there needs to be a personal benefit to the tipper in order to hold the tippee liable in insider trading situations.
Kim v. Song: A primer on how not to plead a securities case By Prof. Charles W. Murdock, Jasmina Hamulic, & Ronni Tansey Business and Securities Law, November 2018 Yoon Ja Kim v. James JH Song was predicated upon a tortuous interpretation of the Illinois Securities Law of 1953, the federal securities laws, and common law fraud.
Piercing the entity veil: Vertical and horizontal; and the award of attorney fees in a case of first impression By Ariel Cutts & Charles W. Murdock Business and Securities Law, September 2017 In Steiner Elec. Co. v. Maniscalco, the court determined that a provision in the credit agreement between Steiner and Delta, the judgment debtor, was broad enough to encompass post-judgment attorney fees incurred in the subsequent veil-piercing action.
The Sunlitz decision: A primer on shareholder demand for corporate books and records when self-dealing is at issue By Charles W. Murdock & Katelyn Sprague Business and Securities Law, November 2015 In Sunlitz Holding Co. W.L.L. v. Trading Block Holdings, Inc., the court reaffirmed the view that good-faith fears of mismanagement, in contrast to proof of actual wrongdoing, support a proper purpose for inspection of corporate books and records under the Business Corporations Act of 1983.
Oppressive conduct and failure to follow court orders leads to punitive damages against shareholder’s estate By Charles W. Murdock & Kevin Harris Business and Securities Law, June 2015 The recent Illinois Appellate Court opinion in Kovac v. Barron reflected the scope of the fiduciary duties owed by shareholder-directors in closely held corporations, and the equitable remedies Illinois courts may employ in such situations.
Boilerplate warnings no defense to fraud: The Second District’s decision in Rasgaitis v. Waterstone By Jennifer Fair & Charles W. Murdock Business and Securities Law, October 2014 A recent Second District case, Rasgaitis v. Waterstone Financial Group Inc., held that, among other things, cautionary language in life insurance policies and annuities did not shield investment advisors from investors’ claims.
Attorney malpractice for failure to file blue sky rescission notice By Tae Kim & Charles W. Murdock Business and Securities Law, September 2014 The case of Goldfine v. Barack, Ferrazzano, Kirschbaum & Perlman highlights the uncertainty of what is a sufficient rescission notice, and what is the appropriate calculation for damages under the statutory interest provision.
Pielet v. Pielet: The Supreme Court speaks on successor liability and survival of remedy against a dissolved corporation By Charles W. Murdock Business and Securities Law, November 2013 A summary of the recent case of Pielet v. Pielet.
Creditors’ rights against a member’s interest in an LLC By Charles W. Murdock Commercial Banking, Collections, and Bankruptcy, August 2012 Effective January 1, 2012, the Code of Civil Procedure was amended to add a new provision by which the remedy of a charging order could be obtained, inter alia, by serving a citation to discover assets, either on the judgment debtor or against any third party who possesses property belonging to the judgment debtor.
Creditors’ rights against a member’s interest in an LLC By Charles W. Murdock Business and Securities Law, June 2012 Effective January 1, 2012, the Code of Civil Procedure was amended to add a new provision by which the remedy of a charging order could be obtained, inter alia, by serving a citation to discover assets, either on the judgment debtor or against any third party who possesses property belonging to the judgment debtor.
Creditors’ rights against a member’s interest in an LLC By Charles W. Murdock Business and Securities Law, June 2012 Effective January 1, 2012, the Code of Civil Procedure was amended to add a new provision by which the remedy of a charging order could be obtained, inter alia, by serving a citation to discover assets, either on the judgment debtor or against any third party who possesses property belonging to the judgment debtor.
Creditors’ rights against a member’s interest in an LLC By Charles W. Murdock Trusts and Estates, June 2012 Effective January 1, 2012, the Code of Civil Procedure was amended to add a new provision by which the remedy of a charging order could be obtained, inter alia, by serving a citation to discover assets, either on the judgment debtor or against any third party who possesses property belonging to the judgment debtor.
Fritzche v. LaPlante: Authorization procedures for corporate notes and leases By Charles W. Murdock Business and Securities Law, March 2011 The case demonstrates the importance to corporate counsel of familiarity with the Business Corporation Act in general, and of a particular corporation’s by-laws and board and shareholder minutes in particular.
Kern v. Arlington Ridge Pathology, S.C.: An unsound decision illustrating a lack of awareness of basic corporate law principles By Jason W. Mosley & Charles W. Murdock Business and Securities Law, April 2009 A recent Illinois Appellate decision, Kern v. Arlington Ridge Pathology, illustrates the necessity for lawyers and judges to have a mastery of corporate law, in general, and the Illinois Business Corporation Act, in particular.
A primer on pleading securities fraud under PLSRA: the Seventh Circuit’s decision in Tellabs By Charles W. Murdock Business and Securities Law, April 2008 The breath and clarity of the opinion in Makor Issues & Rights, LTD v. Tellabs, Inc. provide a clinic on the effect of PLSRA from the perspective of the requirements to plead securities fraud.
Fontana v. TLD Builders, Inc.—A primer on piercing the corporate veil By Charles W. Murdock Business and Securities Law, November 2006 In a case of first impression in Illinois, the Second District, in Fontana v. TLD Builders, Inc., held that a non-shareholder can be held liable when the corporate veil of a for-profit corporation is pierced.
Parent corporation liability for acts of its subsidiary By Charles W. Murdock Business and Securities Law, June 2006 When we think of the potential liability of a parent corporation for the acts of its subsidiary, we normally think of the situation in which the corporate veil of a subsidiary is sought to be pierced in order to hold the parent liable.
The Supreme Court’s decisions in Arthur Andersen and Dura Pharmaceuticals By Ben Bartels & Charles W. Murdock Business and Securities Law, January 2006 In Arthur Andersen LLP v. United States, 125 S.Ct. 2129, a unanimous Supreme Court overturned an obstruction of justice conviction for Enron’s chief auditor, Arthur Andersen.
Oppression and alternative remedies-Is the forced buy-out under 12.56(f) wise policy? By Charles W. Murdock Business and Securities Law, April 2005 The 1983 Illinois Business Corporation Act ("BCA") as enacted, provided, in section 12.55 (805 ILCS 5/12.55), three alternative remedies in lieu of dissolving the corporation that a court could order in a deadlock or oppression or waste of assets situation.
The formal board vs. the advisory board By Charles W. Murdock Business and Securities Law, May 2001 Many family businesses in recent years have recognized the value of having some sort of deliberative peer body to provide advice and guidance to management. In some companies that body takes the form of a legal board of directors--with a majority of independent outsiders chosen for their business experience and expertise.

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