Business and Securities Law Forum

The newsletter of the ISBA’s Section on Business and Securities Law

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2001 Articles

Beware of the “bulk sales” provisions for business assets in the Illinois tax statutes By James Van Vliet December 2001 Sellers, buyers and other transferees of assets of businesses in Illinois, and their attorneys, need to be aware of the so-called "bulk sales" provisions in the Illinois tax statutes.
BusinessLaw Flash Points℠ By Donna J. Cunningham April 2001 Despite the controversy, and while we were looking the other way, President Clinton has adopted OSHA's Final Rule requiring businesses to deal with the repetitive stress and other ergonomic injuries of their workers.
BusinessLaw Flash Points℠ By Donna J. Cunningham January 2001 In a case believed to be of first impression nationwide, a panel of the American Arbitration Association in New York has ruled in favor of franchisees who argued that the value of the exclusive territories granted by their franchise agreements was being diluted by Franchisor's competing online sales.
BusinessLaw Flash Points℠ — April By Donna Cunningham May 2001 During their marriage, husband named his new spouse (now Petitioner) as beneficiary under his employer's life insurance policy and pension plan.
BusinessLaw Flashpoints℠ May, 2001 By Donna J. Cunningham June 2001 Taxpayers' loan participation agreement with bank for a loan to their Sub-S Corporation was correctly treated as a guarantee, denying taxpayers the ability to write off losses of Sub-S corporation to the extent of the loan participation agreement.
Computer disposal regulations for businesses By Ethel Spyratos June 2001 Computer-based technology is advancing at an increasing rate, as a result, faster, more efficient computers are produced continually.
Dealing with the government’s “ambush” interviews of executives By Steven M. Kowal May 2001 * Interview is entirely voluntary.
Do charitable organizations have a safe haven from general real estate taxes? By Brent H. Gwillim December 2001 The Illinois statute 35 ILCS 200/15-65, entitled "Charitable Purposes" provides that facilities for the aged shall be exempt from real estate taxes when the premises are actually and exclusively used for charitable or beneficial purposes, and not leased or otherwise used with a view to profit.
Do charitable organizations have a safe haven from general real estate taxes? By Brent H. Gwillim June 2001 The Illinois statute 35 ILCS 200/15-65, entitled "Charitable Purposes" provides that facilities for the aged shall be exempt from real estate taxes when the premises are actually and exclusively used for charitable or beneficial purposes, and not leased or otherwise used with a view to profit.
Electronic business transactions By Ethel Spyratos January 2001 As commerce evolves, businesses are confronting electronic transactions.
Establishing a protectable interest: forward thinking for clients that use restrictive covenants By David M. Rowd April 2001 One of the worst nightmares for any business is to discover that a trusted employee has decided to leave and begin competing against it armed with its proprietary information and established relationships with its customers.
The formal board vs. the advisory board By Charles W. Murdock 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.
From the chair’s corner December 2001 I have been both honored and privileged to have been appointed as the current chair of the section council and to have served on the section council for a number of years.
From the editor June 2001 This is the last edition of the newsletter for the current year, and it has several articles that should be of interest to the readers.
From the editor May 2001 This edition of the newsletter has several interesting articles, including an article by Steven Kowal that outlines some of the issues to review with clients before they are surprised by an unannounced interview by a government official.
From the editor April 2001 This edition of the newsletter has several interesting articles, including an update on this year's changes to the Illinois Securities Law from David Finnigan and Cheryl Goss Weiss, both of whom are senior counsel with the Illinois Department of Securities.
From the editor By David E. Doyle January 2001 This edition of the newsletter has several interesting articles, including an article from Ken Buzbee, the Director of the Illinois Secretary of State's Department of Business Services
HIPAA: changing health care operations as we know it By Robert S. Spadoni & Ryan D. Meade January 2001 The Health Insurance Portability and Accountability Act of 1996 ("HIPAA") continues to loom large in its impact on the health care industry.
Legislative update By David Finnigan & Cheryl Goss Weiss April 2001 On January 1, 2001, the following amendments to the Illinois Securities Law of 1953 become effective.
Major brokerage firms propose hollow solutions for research analyst conflict of interests By Andrew J. Stoltmann & Thomas A. Hargett December 2001 In the last three months, brokerage firm research departments have come under intense scrutiny for alleged undisclosed conflict of interests.
The NASD Launches a Single Arbitrator Pilot Program for arbitration claims between $50,000.01 and $200,000 By Andrew J. Stoltmann May 2001 On February 15, 2000, the Securities and Exchange Commission approved Rule 10336 and added it to the NASD Code of Arbitration Procedure.
NASD outlines new online suitability obligations for brokerage firms By Andrew J. Stoltmann & Thomas A. Hargett June 2001 On March 19, 2001, the National Association of Securities Dealers ("NASD") released Notice to Members 01-23 ("NTM 01-23").
Offshore trust upheld by Second Circuit By Howard Z. Gopman April 2001 In Securities Exchange Commission v. Brennen, Docket No. 00-6128, decided on October 26, 2000, by the Second Circuit Court of Appeals, the court interpreted the automatic stay provisions of the bankruptcy code to protect an offshore asset protection trust.
Recent corporation, securities and business law section’s Law Ed Seriesprogram June 2001 The Year 2001 Key Corporate Law Issues Law Ed Seriesprogram on May 11, 2001 was attended by more than 75 persons and was very well received.
Recent developments affecting subchapter S corporations By Gene A. Petersen April 2001 An S corporation may permissibly own any portion of the stock of another corporation (with few exceptions), and if such other corporation is wholly-owned by the S corporation the S corporation may elect to treat it as a division of the S corporation.
Seventh Circuit addresses content of The Statutory Notice Of Election To Rescind under the llinois Securities Law of 1953, as amended By James J. Moylan January 2001 A unique feature of the civil liability provisions in Section 13 of the Illinois Securities Law of 1953, as amended (815 ILCS 5/13) ("Act"), is that the plaintiff/purchaser of the securities must provide the defendant/seller with a written Notice of the Election to Rescind ("Notice") the purchase, "... within six months after the purchaser shall have knowledge that the sale of the securities to him or her is voidable ..."
Software piracy, licensing and compliance: one copy— multiple users By Robert N. Kamensky January 2001 It usually starts with a former or disgruntled employee who, either out of revenge or pangs of consciousness, makes a phone call to one of the many anti-piracy hotlines
Structuring a businessorganization to reduce exposure to self-employment tax incidence By William Alexander April 2001 So long as it is possible to structure payments as due to the organization in general, and not to the organization as fees for work that must be performed by an investor individually, use of a corporation with subchapter S election, rather than a limited liability company, would appear to minimize self-employment tax, while retaining pass-through tax treatment (no entity level tax would apply.)
Update from the Department of Business Services By Ken Buzbee January 2001 The Department of Business Services has undergone significant changes during the first eighteen months of Secretary Jesse White's administration.