Publications

Articles on Corporations

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.

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.

Nonprofits now allowed for agricultural compost cooperatives

January
2014
Illinois Law Update
Page 16
The General Not For Profit Corporation Act of 1986 has been amended to allow for the formation of nonprofits for the purpose of cooperatively owning and operating agriculture-based anaerobic digestion systems.

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.

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.

Should Derivative Legal Malpractice Be Allowed in Illinois?

By Timothy J. Miller
February
2013
Article
Page 96
Should shareholders who have no relationship with a corporation's lawyer be able to bring a legal malpractice suit on behalf of the entity? This author says "no."

Shareholder Drag-Along Rights in Illinois

By Markus May
June
2012
Article
Page 320
Drag-along rights let majority shareholders force others to sell at the same price and on the same terms, making the shares more valuable. The author argues they should be enforceable in Illinois and offers a checklist for drafting drag-along provisions.

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.

Doing Well and Doing Good: Low-Profit Limited Liability Companies

By Bradford E. Block
June
2011
Article
Page 310
Low-profit LLCs - "L3Cs" - can attract investment that conventional nonprofits cannot, and Illinois is one of the few states that allow them. Here's how they work.

Recent Business Legislation and Trends: the Secretary of State’s Perspective

By Michelle Nijm and Terrence J. McConville
March
2011
Column
Page 158
Among other changes, corporate filings now need only be made with the SOS, not with counties.

Spooky Tales from the Malpractice Coverage Campfire

By Karen Erger
February
2011
Column
Page 104
Don't let exclusions in your malpractice coverage give you a scary surprise.

Advancing D&O Litigation Expenses: The Power of the Perk

By Jennifer A. Waters and Peter V. Baugher
January
2011
Article
Page 36
Many companies promise officers and directors an advance of litigation expenses for suits filed against them. But employers may be surprised by the potential costs of this perk.

Personal jurisdiction found over out-of-state corporation in retaliatory discharge case

January
2011
Illinois Law Update
Page 16
On November 5, 2010, the Appellate Court of Illinois, Fourth District, reversed and remanded a decision of the Circuit Court of Champaign County, finding personal jurisdiction over a California corporation in a retaliatory discharge case.

“They’re Bad-Mouthing the Business”: Suing for Defamation and Related Claims on Behalf of a Corporation and its Officers

By Joseph J. Siprut
October
2010
Article
Page 528
Your business client wants you to respond to lies told by competitors or others. What now? This article reviews the options.

Distributions By a Business Entity - Cautions for Owners and Their Counsel

By Sherwin D. Abrams
September
2010
Column
Page 484
Make sure your business clients aren't opening themselves to disgruntled claimants.

Fiduciary Duties of Shareholders of Closely Held Corporations

By Keith H. Berk, Scott A. Josephson, and Miriam Volchenboum
March
2010
Article
Page 148
Shareholders of closely held corporations are held to a higher fiduciary standard than those of publicly traded organizations. Find out how.

So you want to be house counsel

By Helen W. Gunnarsson
January
2010
LawPulse
Page 10
Be sure to give your prospective employer a thorough going-over before you say "yes".

Electronic Voting for Nonprofits

By Michael J. Huft
December
2009
Column
Page 634
Learn about new amendments to the Illinois General Not For Profit Corporation Act.

When Can You Defend Both a Corporation and Its Officers?

By Richard L. Miller II and Joshua E. Liebman
December
2009
Article
Page 618
When they're sued, corporations and their officers often turn to the corporation's lawyer. But look out for conflicts of interest before you undertake joint representation.

Two Corporate Communications Your Client May Be Getting

By Stephen Proctor
June
2009
Column
Page 312
One should be ignored. The other must be reviewed and answered carefully.

When it comes to corporate governance, formalities matter

By Helen W. Gunnarsson
April
2009
LawPulse
Page 168
Help your corporate clients understand the importance of - and comply with - formalities such as preserving minutes, buying enough insurance, and the like.

Directors’ Duty to Creditors

By Lin Hanson
March
2009
Column
Page 152
If a corporation becomes insolvent, directors and officers owe a duty to creditors.

Helping Clients Observe Corporate Formalities

By Lin Hanson
December
2008
Column
Page 640
By helping corporate clients with minutes, meetings and more you demonstrate your business value.

The Business Corporation Act’s “Quickie” Claim Bar

By Lin Hanson
September
2008
Column
Page 480
 Dissolving corporations can use this to reduce the period during which they remain liable.

Asked and Answered

July
2008
Column
Page 369
Is a spouse entitled to corporate assets?

Successor Liability in Illinois

By George W. Kuney
March
2008
Article
Page 148
Find out when creditors and tort victims can sue the buyer of a business for the debts and torts of the seller.

Does the LLC Make the Illinois Close Corporation with S Election Obsolete?

By Gail Petravick and Coleen Troutman
October
2007
Article
Page 532
The LLC has many benefits and few negatives for closely held businesses. Will it make the Subchapter S election obsolete?

Changes Made to Business Corporation Act

September
2007
Illinois Law Update
Page 460
The Secretary of State has amended the rules governing the Business Corporation Act (Act), 805 ILCS 5/1.01 et seq, and has added a section that concerns amending a previously filed annual report.

Helping Business Owners Avoid Personal Liability

By Markus May
June
2007
Article
Page 310
A recent case describes how business owners should run their companies as separate entities to avoid being held personally liable.

No breach of fiduciary duty in merger

May
2007
Illinois Law Update
Page 236
On March 8, 2007, the Illinois Appellate Court, First District, affirmed the Circuit Court of Cook County's dismissal of the plaintiffs' breach of fiduciary claims against members of Bank One's board of directors.

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