Publications

Articles on Corporations

Illinois Supreme Court allows direct participant liability theory for first time

April
2007
Illinois Law Update
Page 176
On February 16, 2007, the Illinois Supreme Court affirmed the decision of the Illinois Appellate Court, First District, reversing the Circuit Court of Cook County's order of summary judgment for defendant Clark USA (CUSA).

Parent companies more vulnerable to suit for subsidiaries’ torts

By Helen W. Gunnarsson
April
2007
LawPulse
Page 170
Under the direct participant theory, recently adopted by the Illinois Supreme Court, a parent business that guides its subsidiary's activities may be liable for the subsidiary's torts.

Are a Closely Held Corporation’s Retained Earnings Fair Game for a Divorcing Spouse?

By Michael W. Kalcheim
January
2007
Article
Page 30
Can the non-employee spouse make a claim for reimbursement to the marital estate from the retained earnings of a closely held corporation? This article considers the question.

No breach of fiduciary duty in planning a new, competing business

December
2006
Illinois Law Update
Page 650
On September 27, 2006, the Illinois Appellate Court, First District, upheld the Circuit Court of Cook County's findings that the appellees, Hallman and McQueen, did not violate their fiduciary duties as former employees of Cooper Linse Hallman Capitol Management, Inc (Cooper).

Shareholder Agreements in Illinois

By Lin Hanson
December
2006
Column
Page 680
The history of - and practice pointers about - shareholder agreements for close corporations.

Corporate Voting

By Lin Hanson
September
2006
Column
Page 500
A refresher course on corporate voting rights.

An Illinois Not-For-Profit Directors’ Compliance Checklist

By William E. Westerbeke
September
2006
Article
Page 484
A carefully crafted compliance checklist can help board members stand up to today's careful scrutiny. 

What’s in a Name? For UCC Filings Under Revised Article 9, Everything

By Edward J. Underhill
June
2006
Article
Page 314
Secured creditors must be prepared to modify their searching and filing practices to assure that security interests remain enforceable.

Corporate officers not personally liable for employee vacation, severance pay

By Helen W. Gunnarsson
December
2005
LawPulse
Page 614
The Illinois Supreme Court ruled that officers and directors aren't liable under the Illinois Wage Payment and Collection Act for employees' unpaid vacation time and severance pay.

The Dangers of Successor Liability When buying Illinois Business Assets

By Raymond P. Kolak
December
2005
Article
Page 640
Buying the assets, rather than the stock, of a business does not always protect the buyer from the seller's liabilities.

Business Corporation Act revised for greater shareholder attendance PA 094-0655

November
2005
Illinois Law Update
Page 564
The Business Corporation Act of 1983 (Act), 805 ILCS 5/1.01 et seq, confers much discretion regarding the location of shareholder meetings.

A bouquet of business-friendly bills

By Helen W. Gunnarsson
September
2005
LawPulse
Page 438
Thanks to the Illinois General Assembly, purveyors of business advice have good news to deliver to their clients.

Planning for Business Breakups

By Lin Hanson
September
2005
Column
Page 482
Pre-planning helps make endings happy – or at least less unhappy.  

A plaintiff must establish a prima facie basis for exercising long-arm jurisdiction over a non-resident corporation

July
2005
Illinois Law Update
Page 336
On April 13, 2005, the Illinois Appellate Court, Fifth District, reversed the Circuit Court of Lawrence County's decision finding personal jurisdiction over a successor non-resident defendant corporation. 

The ABCs of D&O Insurance: An Illinois Lawyer’s Guide

By Anjali C. Das
June
2005
Article
Page 304
A look at common D&O policy provisions and exclusions with a view toward helping lawyers advise corporate clients.

Administrative Dissolution: Tearing a Hole in the Corporate Veil

By Lin Hanson
June
2005
Column
Page 312
Involuntary dissolution for failure to pay taxes or fees can put directors and officers at risk.

Salaries at not-for-profits: the IRS takes a hard look

By Helen W. Gunnarsson
February
2005
LawPulse
Page 62
If you advise or sit on the board of a tax-exempt organization, take note of an IRS initiative to make sure nonprofits aren't paying employees too much.

Limited license for corporate counsel; a mixed blessing?

By Helen W. Gunnarsson
April
2004
LawPulse
Page 170
New Supreme Court Rule 716, which creates a limited license to practice for Illinois-based in-house counsel, is getting mixed reviews in corporate law departments.

Corporate Officials to be Held Criminally Responsible for Misconduct P.A. 93-0496

December
2003
Illinois Law Update
Page 600
Effective January 1, 2004, the Criminal Code is amended to hold those responsible for corporate misconduct criminally accountable.

Apportioning Stock Options at Divorce: A Detailed Guide

By Michael W. Kalcheim
September
2003
Article
Page 454
Companies still use stock options; here's how to apportion them.

Post-Enron 10b-5 Secondary Actor Liability: A New Standard for Attorneys

By Daniel A. Ninivaggi, Stephen J. Senderowitz, and James J. Cotter
July
2003
Article
Page 350
Attorneys now might be as liable for false or misleading disclosures as their issuer clients

Determining Fair Value for Minority Shareholders Who Sue for Corporate Wrongdoing

By John T. Schriver and Paul J. Much
April
2003
Article
Page 199
Illinois minority shareholders can sue to have their shares bought out for "fair value"; but what does that mean?

The Illinois Supreme Court’s 2002 Civil Cases: A New Court Settles In

By Nancy J. Arnold, Tim Eaton, and Michael T. Reagan
April
2003
Article
Page 172
Our annual review of the leading cases.

Sarbanes-Oxley and document retention

By Helen W. Gunnarsson
April
2003
LawPulse
Page 162
Do the new requirements governing retention, destruction and alteration of financial records apply to e-mail and other electronic documents? It's better to be safe than sorry.

The Sarbanes-Oxley Act: How Will it Affect D&O Insurance Coverage?

By Steven R. Smith
March
2003
Article
Page 128
A review of the D&O insurance-policy terms likely to come up in litigation under the Act.

Attorney-Client Privilege, Corporate Clients and the Control-Group Test

By Daniel J. Polatsek
February
2003
Article
Page 80
An explanation of how and when the attorney-client privilege protects communications between a corporate client and a third party.

Amendment to Business Corporation Act of 1983 P.A. 92-0771

January
2003
Illinois Law Update
Page 14
Gov. Ryan signed into law an amendment to the Business Corporation Act of 1983 which provides that a corporation may allow members entitled to vote to participate in any meeting through the use of interactive technology.

Employment agreement between physician and unlicensed not-for-profit corporation violates prohibition against corporate practice of medicine

December
2002
Illinois Law Update
Page 634
On September 19, 2002, the Illinois Supreme Court held that a physician's employment agreement her employer violated the prohibition against the corporate practice of medicine and was void and unenforceable.

Corporate reform bill tough on lawyers

By Helen W. Gunnarsson
September
2002
LawPulse
Page 448
Ironically, the SEC was lukewarm to less stringent ethics rules urged by a U of I law prof and colleagues last spring.

After being involuntarily dissolved, reincorporation of a homeowners association is not a mere formality and must conform to the requirements of the Illinois General Not For Profit Corporation Act of 1986

July
2002
Illinois Law Update
Page 344
Residential homeowners filed two declaratory judgment actions against the York Woods Community Association alleging that the association was not the legitimate successor of the prior homeowners association, which was involuntarily dissolved by the secretary of state.

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