Publications

Articles on Business Law

Showing that a foreign corporation is registered to do business in Illinois is insufficient grounds for general jurisdiction

December
2017
Illinois Law Update
Page 16
A foreign corporation does not subject itself to Illinois general jurisdiction by registering to do business in Illinois under the Business Corporation Act of 1983, 805 ILCS 5/1.01 et seq. (2012).

So Your Client Wants to Open an Illinois Cannabis Dispensary?

By Dunstan H. Barnes
October
2017
Article
Page 26
A review of key issues that arise when clients seek to open an Illinois cannabis dispensary, including regulatory requirements, intellectual property protection (patents, trade secrets, and trademarks), and – importantly – attorneys' ethical concerns.

Proving Bad Faith in Trade Secrets Cases

By Kenneth J. Vanko
June
2017
Article
Page 40
Defendants in trade secrets cases can recover attorney fees for fighting spurious claims of misappropriation. But it isn't easy.

Proposed legislation makes sweeping changes to the Illinois LLC Act

By Matthew Hector
July
2016
LawPulse
Page 12
Among other changes, the new law - which draws from the Revised Uniform Limited Liability Company Act - would allow LLC members and managers to waive some fiduciary duties.

Businesses that engage in “hedging transactions” subject to new special rules for computing sales factor

June
2016
Illinois Law Update
Page 18
Non-resident business owners should be aware that amendments to section 3380 of 86 Ill. Adm. Code 100 (eff. Jan. 5, 2016) enacted new rules for the treatment of gains and losses from hedging transactions.

The Ethics of Representing Corporations

By Christopher P. Clasby
June
2016
Article
Page 40
When you represent a corporation, do you also represent the officers and directors? May you represent them individually? These and related ethical questions arise when your client or opponent is a corporation.

Changes to contracting with the OAG

May
2016
Illinois Law Update
Page 16
The Office passed the new rulemaking in order to bring the Attorney General's rule in line with amendments made by Pub. Act 0098-1076 to 30 ILCS 500, Illinois Procurement Code. 44 Ill. Adm. Code 1300 (eff. Feb. 11, 2016).

New SEC crowdfunding regs open up opportunities for business clients

By Matthew Hector
March
2016
LawPulse
Page 20
Small business owners will soon have a new way to raise capital from small investors, one that resembles Kickstarter but allows contributors to get an equity stake.

Can You Pierce the Veil of an Illinois LLC?

By Sandra D. Mertens
July
2015
Article
Page 46
Can the veil of limited liability be pierced in a statutory Illinois LLC? Courts have struggled to decide.

Increased investment opportunities for purchasers of stock in co-operatives

February
2015
Illinois Law Update
Page 18
Co-operative purchasers of corporate stock may now purchase an increased number and value of shares. Co-operative purchasers are those who form "any co-operative association for the purpose of purchasing of or selling to all shareholders and others."

New rules for waiving the right to wind up and terminate an LLC

October
2014
Illinois Law Update
Page 472
The General Assembly amended the procedures by which a limited liability company may waive its right to wind up business and be terminated.

Protect Your Business Clients with a Prejudgment Interest Provision

By Kaitlyn Anne Wild
August
2014
Article
Page 394
Damage awards can take years, and Illinois' prejudgment interest statute doesn't always apply. Why not include a prejudgment interest provision in contracts for your business clients?

Sole member of LLC shielded from personal liability for alleged frauds committed by LLC

March
2014
Illinois Law Update
Page 120
On December 20, 2013, the Illinois First District Appellate Court, as a matter of first impression, held that the sole member of a limited liability company (LLC) that sold a condominium unit was not personally liable for alleged frauds committed by that LLC.

Meeting and vote required for dissolution of non-profit residential cooperatives

January
2014
Illinois Law Update
Page 16
The General Not For Profit Corporation Act of 1986 has been amended to impose new requirements on nonprofit corporations organized for the ownership or administration of a residential cooperative property.

Changes to UCC forms

December
2013
Illinois Law Update
Page 612
The Illinois Secretary of State recently updated the forms that may be used in UCC filings, and the font and case requirements for preparations of these forms. 14 Ill. Adm. Code 180.12.

Decisions, Decisions: Helping Clients Choose the Right Business Entity

By Sherwin D. Abrams
October
2013
Article
Page 530
Should your client organize as a corporation? An LLP? An LLLP? An L3C? This back-to-basics article identifies the entities and the factors to consider when choosing among them.

Caveat Emptor: Company B assumes fair-labor liability when it buys Company A

By Adam W. Lasker
August
2013
LawPulse
Page 386
The federal successor-liability doctrine makes a buyer company responsible for the seller's Fair Labor Standards Act liability even if state law would hold otherwise, the seventh circuit rules.

Limiting Claims Against Dissolved Corporations

By William A. Price and Brian Caster
June
2013
Column
Page 312
The Dissolution Statute requires claims to accrue before the dissolution or be denied, the high court rules.

Principal must have full knowledge or have indicated agent had authorization to ratify contract

May
2013
Illinois Law Update
Page 228
On March 8, 2013, the Illinois Appellate Court, First District, held there must be evidence that a principal indicated an agent was authorized to bind the principal to a contract prior to its signing, or that the principal had knowledge of the contract, for the principal to be liable under claims of apparent authority or ratification.

Vegas Comes to the Corner Pub: Guiding Business Clients Through the Video Gambling Law

By Peter C. Spier
April
2013
Article
Page 186
Do you have clients who want to give video gambling a try? This article explains the legal and regulatory hurdles facing eligible establishments.

The New Illinois Benefit Corporation Act

By Stephen Proctor
March
2013
Column
Page 156
The new law encourages creation of corporations that advance worthy public purposes.

‘Sovereign’ Immunity

By Michelle Nijm
December
2012
Column
Page 664
A new law helps stop frivolous UCC filings by self-styled "sovereign citizens."

The Institute of Business Laws tries to make Illinois business-friendlier

By Adam W. Lasker
September
2012
LawPulse
Page 458
The volunteer Institute promotes business-friendly legislation, including a new act that lets the secretary of state dissolve partnerships and makes other small but helpful changes to business laws.

The Joy of Being Disregarded

By Lin Hanson
September
2012
Column
Page 500
Should your client be a "disregarded entity" for tax purposes?

Advising Family Businesses

By Christine Organ
July
2012
Article
Page 372
Family businesses are the backbone of today's corporate world, but lawyers who counsel them must deal with some very "noncorporate" emotional and psychological issues.

Should Illinois Have A Statutory Business Trust Act?

By Asalya Akhmerova and William Price
March
2012
Column
Page 164
Thirty-two states have some form of business trust statute. Illinois does not. Should it?

The Small Business Development Grant Fund created. PA 097-0406

January
2012
Illinois Law Update
Page 16
Illinois lawmakers have amended the State Fund Act to establish the Small Business Development Grant Fund as a special fund in the state treasury. 30 ILCS 105/6z-87 new.

Non-U.S. Corporations: Do You Know One When You See It?

By Stephen Proctor
December
2011
Column
Page 638
Corporations are often treated differently than other businesses for jurisdictional purposes.

LLC formation in Illinois or Delaware: What’s Best for Your Client?

By Elizabeth A. Prendergast
September
2011
Article
Page 468
A look at key differences between the Illinois and Delaware LLC statutes and how they might affect hypothetical clients.

Post-Pueblo: Liability During Administrative Dissolution

By Owen R. Burgh and Terrence J. McConville
September
2011
Column
Page 476
LLC members and managers are protected from personal liability even after the LLC is involuntarily dissolved. Here's a call for change.

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