Section Newsletter Articles on Business Law

Retained earnings of a family business: Income, asset, or both? By Rory Weiler Family Law, July 2009 Are retained earnings income (as it appears from the definition) or are they assets? 
The basics of trademarks and trade secrets By Eugene F. Friedman Business Advice and Financial Planning, June 2009 Summaries of basic Trademark and Trade Secret concepts for the general practitioner.
Force Majeure as a risk allocation tool By Mark A. Primack, Stanley R. Weinberger, and Michael D. Kim Corporate Law Departments, June 2009 While the “irresistible” forces of force majeure events include acts of God, they also typically include wars and insurrections and sometimes conventional commercial events such as labor disputes, supply interruptions and equipment failures.
Mergers and acquisitions By James A. Nepple Business Advice and Financial Planning, June 2009 In a general practice setting, a discussion of Mergers & Acquisitions will focus primarily on acquisitions, since statutory mergers are, in this context, used primarily to change entity, change domicile, or otherwise change the nature of the entity, rather than to acquire other companies.  
“Best practices” for officers and directors navigating the current economic crisis By James A. Beldner, Richard Kanowitz, Scott L. Kaufman, and Ronald R. Sussman Corporate Law Departments, May 2009 In light of the current economic environment, it is vital for officers and directors of all companies to understand their fiduciary duties and, in particular, the shifting nature of these duties when their company is operating in a distressed context.
Generating revenue streams in tough times (or at any time): Putting your intellectual property assets to work By John Ambrogi Corporate Law Departments, May 2009 In difficult economic times like these, many business executives and owners have their minds on the bottom line—streamlining processes, reducing overhead and trimming “fat” to maximize profitability. It is a highly useful effort, but some executives can get “tunnel vision” and overlook opportunities to create revenue streams. One of the most overlooked areas is a company’s intellectual property assets.
Employment agreements By Herbert J. Klein Business Advice and Financial Planning, March 2009 Key points to consider in advising a client considering an employment agreement.
The Illinois Series Limited Liability Company—An overview By Richard M. Colombik and Linda Godfrey Business Advice and Financial Planning, March 2009 The Illinois version of the Series Limited Liability Company (“Series LLC”) became effective on August 16, 2005.
ABA formal ethics opinion: Ethics Counsel and Reporting. But what about Himmel? By Frank M. Grenard Corporate Law Departments, February 2009 On October 17, 2008, the American Bar Association’s Standing Committee on Ethics and Professionalism jumped into the somewhat muddied water of outside counsel disclosure requirements to its corporate clients in issuing Formal Opinion No. 08-453.
Case summaries By Frank M. Grenard Corporate Law Departments, February 2009 Recent cases of interest to corporate lawyers.
Legal and tax issues for franchisees By William A. Price General Practice, Solo, and Small Firm, January 2009 Buying and operating a franchise is different than most of the other purchase or investment decisions your client will make in the course of your lifetime. Your client is getting a business that they will run using a more-or-less established system, not purchasing something physical like a car or a house.  
Maintain ethical corporate governance during the economic downturn By R. Stephen Scott Corporate Law Departments, January 2009 The current economic downturn poses many new challenges to corporations. Failure to maintain ethical corporate governance, to save costs or to avoid delayed actions, may only complicate or derail the corporate objectives, as the automakers and Bank of America have learned. Failure to meet important stakeholder expectations will surely lead to loss of the public’s support, while exceeding those expectations should lead to greater support and achievement of the corporate objectives.
A business planning guide to successor liability laws, part 1 By Janette M. Lohman Business and Securities Law, December 2008 Before a purchaser buys either all or substantially all of the assets or stock of a business, the purchaser needs to ensure that it is not also acquiring that business’ old tax troubles.
Consultant Agreement Corporate Law Departments, December 2008 A sample agreement for hiring a consultant.
Corporate governance checklist for small businesses Business Advice and Financial Planning, December 2008 1.Is the corporation keeping minutes of meetings documenting rationales behind transactions occurring outside of the day-to-day management (i.e. salaries, money transfers, dividends, loans and loan repayments, equipment or land purchases or leases, etc.)?
Encouraging good corporate governance By Jacob Frost Business Advice and Financial Planning, December 2008 Aside from drafting Subscription Agreements, Articles of Incorporation, and By-Laws, there is more to advising corporate clients, and particularly small or closely held corporations, with regard to their compliance with corporate formalities.
Software Trial Agreement Corporate Law Departments, December 2008 A sample agreement for software trial.
Supreme Court summaries By Gina Matthiesen Business Advice and Financial Planning, December 2008 A.J. Carlson, Inc. (Carlson), a metalworking corporation, had construction contracts with three governmental entities, which required Carlson to obtain performance bonds.
Corporate lobbying laws in Illinois By Ryan Gammelgard Corporate Law Departments, November 2008 Corporations depend on building relationships with state, city, county and federal governmental officials in order to advance the policies of the organization.
Comparison of a Healthcare Flexible Spending Account to a Health Savings Account By Bernard G. Peter Corporate Law Departments, October 2008 A Healthcare Flexible Spending Account (HCFSA) is a tax-favored program that allows employees to pay for eligible out-of-pocket healthcare expenses.
Insurer must defend maker of lead paint-tainted toys By Laura A. Foggan and Karalee C. Morell Corporate Law Departments, October 2008 Last year’s massive series of recalls of children’s toys manufactured in China that contained lead paint spurred lawsuits seeking insurance coverage for losses arising out of the recalls.
Attorney-client privilege in corporate internal investigations By Beth L. Fancsali and Paul Olszowka Antitrust and Unfair Competition Law, September 2008 Corporations face increased burdens and deeper pitfalls in a more public environment.
Case updates Corporate Law Departments, September 2008 To read the full opinion of any of the cases decided in the Seventh Circuit Court of Appeals, go to Under Case Information, choose Opinions and search by either party name or case number, both listed for the cases below.
Memorizing secret information may violate Trade Secrets Act By Michael R. Lied Labor and Employment Law, September 2008 Al Minor & Associates, Inc., (“AMA”) is an actuarial firm that designs and administers retirement plans and that employs pension analysts who work with approximately 500 clients.
Nondisclosure agreements: A discussion with useful examples By Eugene F. Friedman, J.D.,Ph.D. Business Advice and Financial Planning, September 2008 Nondisclosure agreements find use in a wide variety of situations including employment, business sales, joint ventures, and other cooperative efforts.
Recent case involving the non-enforcement of non-solicitation agreements By Peter LaSorsa Corporate Law Departments, September 2008 Last spring, the Third Circuit Appellate Court in Illinois upheld a Will County Judge’s decision and held an employment agreement, which restricted the ability of the employee to solicit customers of the employer post-employment, was not enforceable due to a lack of adequate consideration notwithstanding that it was signed at the time the employee was hired by the employer.
Will your people go the extra mile? A hard look at human capital By Brian Carlsen Corporate Law Departments, September 2008 Finance leaders are accelerating efforts to leverage the crucial link between people performance and financial performance.
What your company doesn’t know can kill it: The truncation requirements of the Fair and Accurate Credit Transactions Act of 2003 By Lee Christoff Business and Securities Law, August 2008 Many companies in Illinois face potentially bankrupting liability for failure to comply with an obscure provision of the Fair Credit Reporting Act.
Summary of recent Illinois and 7th Circuit decisions By Raymond A. Fylstra Corporate Law Departments, July 2008 Trial court erred when it granted summary judgment to the owner which paid funds to the general contractor in response to a payment application which listed a balance due to the electrical subcontractor.
Corporations can pay child support too By Michael C. Craven Corporate Law Departments, June 2008 Most corporate attorneys assume that divorce law has little impact on their practices.