Publications

Section Newsletter Articles on Business Law

The phantom stock plan: Sharing a rise in stock value with your employee without diluting equity By Alan E. Case Business Advice and Financial Planning, December 2014 The opportunity to defer compensation enables many types of programs and techniques that benefit an employee as well as a company. There are two basic types of stock-oriented deferred compensation plans—those referencing “phantom stock” and those referencing stock appreciation rights (often referred to as “SARs”). This article provides a brief introduction to the basic elements, and advantages and disadvantages, of a phantom stock plan.
Update on all appropriate inquiries into land acquisitions By Gene Schmittgens Business Advice and Financial Planning, July 2014 An update to the article published in this newsletter in February 2011.
Terminating a corporation or LLC By John D. Gutzke Environmental Law, March 2014 An overview of the steps required to close a business.
Data security: No longer someone else’s problem By Troy E. Haggestad and Daniel A. Huntley Corporate Law Departments, February 2014 As hackers become more sophisticated at unlawfully accessing credit card data stored on your client’s computer systems, the number of lawsuits filed against businesses related to data security breaches has mushroomed.
Mid-sized investment advisers and exempt reporting adviser status By Elizabeth A. Bleakley Business Advice and Financial Planning, February 2014 The Dodd-Frank Act repealed section 203(b)(3) of the Investment Advisers Act of 1940, thereby adding a requirement that advisers to private funds register under the Act.
Terminating a corporation or LLC By John D. Gutzke Business Advice and Financial Planning, February 2014 An overview of the steps required to close a business.
United States Supreme Court clarifies what it means to be at home By Barry P. Kaltenbach Corporate Law Departments, February 2014 Last month’s United States Supreme Court ruling in Daimler AG v. Bauman clarified certain language from a previous case, the end result being that Illinois might be home to fewer businesses than it had previously thought—at least for purposes of personal jurisdiction.
Essential estate planning for business owners By Michael C. Foltz Business Advice and Financial Planning, September 2013 The conventional estate plan addresses the disposition of assets and mitigation of taxes, while business owners require estate planning and business succession documents that compliment one another.
The Internet is expanding—Four things your clients need to know By Jordan A. Arnot Corporate Law Departments, August 2013 This article explains how the Internet is changing, and what you and your clients need to do right now to avoid the embarrassing consequences of missing the boat.
Compliance projects By Jennifer Zordani Business and Securities Law, July 2013 A list of steps that help assess the type of compliance project a firm should undertake.
Action to “pierce corporate veil” fails—Another creditor spurned By Stephen M. Proctor Business and Securities Law, June 2013 The recent case of On Command Video Corporation v. Samuel J. Roti follows other cases in which the 7th Circuit has shown itself decidedly unfriendly to creditors who sought compensation through the courts in failed business ventures but could have, but failed, to prevent their unfortunate situation.
Intellectual property issues involved in the sale or purchase of a business—A checklist By Eugene F. Friedman Business Advice and Financial Planning, June 2013 This checklist is abstracted from materials associated with a speech given by the author on behalf of the Business Advice and Financial Planning Section Council earlier this year.
Lessees and superfund liability By Gene Schmittgens Business Advice and Financial Planning, June 2013 In December of last year, EPA published new guidance which clarifies that a lessee is entitled to assert the bona fide prospective purchaser defense.
Insurance coverage for IP-related business claims By Dale R. Kurth Corporate Law Departments, May 2013 It is important to have some understanding of what is covered, what is not, and what the basics of making an insurance claim are.
Negotiating terms & conditions for the sale of goods: A seller’s perspective By Tron M. Ross Business and Securities Law, May 2013 This article examines sales of goods from a seller’s viewpoint and proposes that focusing on the issues presented herein will provide “adequate” protection for the selling party.
Open for business: How to use economic development incentives to boost profit By William D. O’Donaghue Corporate Law Departments, May 2013 With 12.1 million people unemployed nationally, states are bidding against one another to attract and retain business.
Statute of Frauds defense fails based on course of dealing By Stephen M. Proctor Business and Securities Law, May 2013 The recent case of Irvington Elevator Company, Inc. v. Robert Heser et. al. illustrates the importance of a binding written contract, to avoid the statute of frauds.
Caselaw update By Laura D. Mruk Labor and Employment Law, October 2012 The Seventh Circuit found that forcing a pregnant employee to take an unpaid leave of absence due to her inability to perform essential job functions constitutes a materially adverse employment action, even if it was done pursuant to official company policy.
Gift tax annual exclusion concerns when conveying business interests By Hugh F. Drake Trusts and Estates, October 2012 A recent Tax Court decision in Wimmer v. Commissioner holds that limited partnership interests gifted over a period of years qualified for the gift tax annual exclusion due to the receipt of income distributions from the partnership.
Gift tax annual exclusion concerns when conveying business interests By Hugh F. Drake Business Advice and Financial Planning, September 2012 A recent Tax Court decision in Wimmer v. Commissioner holds that limited partnership interests gifted over a period of years qualified for the gift tax annual exclusion due to the receipt of income distributions from the partnership.
Section Council legislative update By James S. Peters Business Advice and Financial Planning, September 2012 This article reviews the positions the Council has taken on several recent pieces of legislation.
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.
The nightmare scenario By Michael G. Cortina Commercial Banking, Collections, and Bankruptcy, August 2012 Rather than trying to “get one by” the judge and hope that s/he does not notice that we forgot something, we should strive to prove that we have done all that could possibly be required of us and that when we ask for relief from the court the judge will know that we are entitled to such relief.
The nightmare scenario By Michael G. Cortina Real Estate Law, August 2012 Rather than trying to “get one by” the judge and hope that s/he does not notice that we forgot something, we should strive to prove that we have done all that could possibly be required of us and that when we ask for relief from the court the judge will know that we are entitled to such relief.
Piercing the corporate veil; When? By Rich Larson Commercial Banking, Collections, and Bankruptcy, July 2012 It seems clear, under Illinois law, that corporate veil piercing is not permitted in supplementary proceedings, and if the federal courts are to follow the rule, there should be no veil piercing in federal supplementary proceedings based upon Illinois law either.
Auditor inquiry letters and attorney response letters—Does your client understand what is involved? By Tracy J. Nugent Business and Securities Law, June 2012 This article addresses some issues for counsel to consider, discusses the ABA Policy addressing those issues, and provides an example form Response Letter for illustration.
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.
Thin ice: Avoiding missteps with the Foreign Corrupt Practices Act By Marlene Fuentes and Gregory G. Thiess Corporate Law Departments, June 2012 A brief overview of the pertinent provisions of the FCPA used as part of FCPA enforcement efforts, a summary of some of the most recent enforcement cases and results, and some tips for companies and their counsel to assure that their day-to-day business activities will not become the subject of a future investigation or prosecution.