Publications

Section Newsletter Articles on Corporations

Can corporations be held liable for international torts under the Alien Tort Statute? By Cindy G. Buys International and Immigration Law, October 2011 The Seventh Circuit recently answered this question in the affirmative in Flomo v. Firestone Natural Rubber Co. But because the Second Circuit reached the opposite conclusion, it'll be up to the U.S. Supreme Court to ultimately resolve the issue.
Duty to defend By Laurie E. Dugoniths Corporate Law Departments, August 2011 The duty to defend is a contractual obligation almost always found in commercial general liability policies and, as the costs of litigation continue to rise, is often considered to be more valuable to an insured than the duty to indemnify.
The Human Rights Campaign Corporate Equality Index By Marc A. Garcia Diversity Leadership Council, June 2011 Since 2002, through the Corporate Equality Index (CEI), the Human Rights Campaign has surveyed major businesses, including law firms, to benchmark important employer benefits and protections for lesbian, gay, bisexual and transgender (LGBT) employees and their families.
New Illinois law streamlines corporate filing requirements By Kathryn A. Watson Business and Securities Law, December 2010 A look at recently enacted legislation intended to reduce the costs and redundancy of document filing requirements.
So you think you might want to go public someday By Lola Miranda Hale Corporate Law Departments, September 2010 Addressing the issues presented in this article will assure that your company is not only ready but positioned to succeed regardless of whether the decision to go public is ultimately implemented.
Licensing: The simplest form of collaboration is not so simple By William H. Venema Corporate Law Departments, August 2010 A discussion of the complex issues involved in licensing another's property.
The Impact of Health Care Reform in 2010-2011 By Bernard G. Peter Corporate Law Departments, June 2010 A discussion of legislative changes that will affect employers and employer-sponsored group health plans beginning 2010 and 2011.
Where does a corporation “do business”? By Laura L. Milnichuk and William J. Perry Civil Practice and Procedure, June 2010 In the recently decided case of Hertz Corporation v. Friend, the U.S. Supreme Court held that a “principal place of business” is “the place where the corporation’s high level officers direct, control, and coordinate the corporation’s activities."
SEC issues interpretive guidance on climate change disclosure requirements for public companies By Dustin T. Till Environmental Law, May 2010 The SEC has published a new interpretive document intended to inform public companies of their obligation to disclose to investors the impacts on their businesses—both positive and negative—of existing and proposed climate change laws and regulations.
The significance of share transfer restrictions for closely held corporations By Derek P. Usman Business and Securities Law, May 2010 Without an agreement restricting share transfers, corporate shares would be freely transferable and prevent the remaining shareholders from maintaining a desirable ownership structure.
Who wants cake? Section 368 tax-free reorganizations for corporations By Derek P. Usman Federal Taxation, May 2010 By utilizing the reorganization exit strategy, business owners are able to sell their business while deferring their gain.
Changes in Illinois corporate political activity laws By Ryan Gammelgard Corporate Law Departments, April 2010 This article explores the major changes and court challenges to the Illinois lobbying law, changes to the Chicago lobbying law, changes in the Illinois “Pay-to-Play” law, and changes in the Illinois Procurement Code that are effective this year.
Legal Ethics in Corporate Law CLE—May 14, 2010, Chicago Corporate Law Departments, April 2010 Register now for this important CLE program.
Incentive compensation considerations for technology companies By Michelle Capezza Corporate Law Departments, February 2010 This article highlights some of the most common types of awards used in the technology industry today to motivate and/or retain highly-skilled workers.
Retailer crowd control—OSHA steps into the picture By Frank M. Grenard Corporate Law Departments, February 2010 In 2008, a Wal-Mart employee died after being knocked down and trampled by a crowd of “Black Friday” shoppers in New York. In July of 2009, the Occupational Health and Safety Administration (“OSHA”) cited Wal-Mart, claiming it should have foreseen the possibility that crowds of shoppers could crush employees and it proposed a $7,000 fine, the maximum penalty amount for a serious violation.
Courts should avoid making sausage out of an LLC member’s interest during collection proceedings By Megan A. Drefchinski and Jonathan Linnemeyer Business and Securities Law, January 2010 Despite the relatively unambiguous language of Section 30-20 of the Illinois Limited Liability Company Act (805 ILCS 180/30-20) (“Section 30-20”), it appears some courts have difficulty addressing the rights of judgment creditors seeking to satisfy a judgment through a limited liability company member’s interest.
Is a dissenting shareholder’s “fair value” reduced by the potential income taxes and expenses of the sale and dissolution of the corporation when the sole asset of the corporation is one parcel of real estate? By Donald L. Shriver Business and Securities Law, January 2010 On July 23, 2009, the Second District Appellate Court issued its decision “vacating and remanding” the Winnebago County trial judge’s decision in Brynwood Company v. Schweisberger et al. 912 NE 2d 1281 332 Ill Dec 395 (2nd Dist. 2009.)
Say bye-bye to passive activity losses: A possible past-time for LLCs and LLPs By Jesse T. Coyle Trusts and Estates, January 2010 Limited liability companies (LLCs) and limited liability partnerships (LLPs) are well ingrained as two of the preferred techniques used by estate planning professionals. Both LLCs and LLPs offer significant advantages that many other techniques do not: valuation discounts, retention of control, and tax efficiency. To the delight of those individuals who use LLCs and LLPs in their estate planning work, the perceived tax efficiency of these methods has improved through two recent court cases.  
Case note: Mickman v. American International Processing, L.L.C. and LFF, L.L.C.Court of Chancery, Delaware Civil Action Case No.: 3869-VCP (April 1, 2009) By David F. Rolewick Business and Securities Law, December 2009 The Operating Agreement of a Delaware L.L.C. is not the conclusive evidence of Membership.
Executive bonuses By Douglas A. Darch Employee Benefits, December 2009 When an executive leaves her position midway through the performance measurement period for an annual bonus, is she entitled to a pro-rata share of the annual bonus?
A green economy: What does corporate counsel need to know? By E. Lynn Grayson Corporate Law Departments, December 2009 A media buzz surrounds the politically charged concept of developing a green economy by investing in initiatives that are good for the environment and financially beneficial for business
Poison pill rights plan—An introduction By Tracy J. Nugent Business and Securities Law, December 2009 During the period from 1991 through 2008, approximately 3,100 publicly traded companies adopted, amended or restated poison pill rights plans.
Software acquisitions beware! By Frank M. Grenard Corporate Law Departments, December 2009 What rights does a successor corporation have in a software license? According to the US Court of Appeals for the Sixth Circuit, none without approval.
Supreme Court to hear corporate diversity jurisdiction case By Peter LaSorsa Federal Civil Practice, June 2009 The United States Supreme Court granted certiorari in Hertz Corporation v. Friend, in which the Court will consider whether the location of a nationwide corporation’s headquarters can be disregarded by a court in determining a principal place of business for the purposes of diversity jurisdiction.
Asset protection skills and techniques: How well do Subchapter S Corporations and LLCs work? By David F. Rolewick Business and Securities Law, April 2009 A good business advisor or estate planning attorney should be discussing liability insurance coverage with her client before the discussion of off-shore trusts and at the beginning of the relationship or the inception of the business. 
Kern v. Arlington Ridge Pathology, S.C.: An unsound decision illustrating a lack of awareness of basic corporate law principles By Jason W. Mosley and 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.
Hardship distributions from 401(k) plans By Markus May Business and Securities Law, March 2009 A look at when employees are allowed to make hardship withdrawals from their existing 401(k) plans.
The misunderstood limited liability partnership: A comparison to limited liability companies By Kenneth J. Ashman and Bardia Fard Business and Securities Law, March 2009 A primer on certain similar and dissimilar features of LLPs and LLCs as organized under Illinois statute.
A business planning guide to successor liability laws, part 2 By Janette M. Lohman Business and Securities Law, January 2009 The second of a two-part article. Part One appeared in the December 2008 issue of the ISBA’s Corporations, Securities & Business Law newsletter.