Articles From Samuel Neschis

Illinois Appellate Court Holds That Trial Courts May Order the Purchase of the Shares of a Shareholder Who Did Not Petition the Court for Relief as a Remedy to Resolve Corporate Deadlock By Samuel Neschis Business and Securities Law, April 2022 The appellate court addressed a common situation—deadlock on the board of directors of a closely held corporation—in Osaghae v. Oasis Hospice & Palliative Care, Inc.
Divided Illinois Supreme Court Holds That Fiduciaries Are Not Liable for Usurpation of a Corporate Opportunity Where the Opportunity Taken Was Not Exclusive By Samuel Neschis Business and Securities Law, October 2021 In Indeck Energy Services, Inc. v. DePodesta, the Illinois Supreme Court addressed the question of whether a fiduciary can be liable for usurpation of a corporate opportunity where the fiduciary’s personal taking of the opportunity did not prevent the corporation from being able to take advantage of the opportunity as well.
Delaware Supreme Court Holds Corporate Wrongdoing Need Not Be Actionable to Justify Stockholder Books & Records Inspection By Samuel Neschis Business and Securities Law, March 2021 The Delaware Supreme Court recently addressed the issue of whether a stockholder seeking inspection of a corporation’s books and records pursuant to section 220 of the Delaware General Corporation Law for the purpose of investigating mismanagement or wrongdoing by the corporation or its fiduciaries must demonstrate that the alleged mismanagement or wrongdoing is actionable in order to establish a proper purpose for the inspection.
The Illinois Appellate Court Provides Guidance on the Rights of Directors to Inspection of a Corporation’s Books & Records By Samuel Neschis Business and Securities Law, June 2020 In Munroe-Diamond v. Munroe, the appellate court addressed the issue of the rights of directors of a corporation to inspect the corporation’s books and records.
Illinois appellate court discusses applicability of corporate survival statute to claims brought by transferees of debt from dissolved corporations By Samuel Neschis Business and Securities Law, March 2019 In McGinley Partners, LLC v. Royalty Properties, LLC, the court affirmed that the Illinois Business Corporation Act's corporate survival statute is inapplicable to claims brought by transferees of debt of dissolved corporations where the debt is for a fixed, ascertainable amount.
Amendment to the Limited Liability Company Act provides new buyout remedy By Samuel Neschis Business and Securities Law, December 2018 An amendment to the Limited Liability Company Act that became effective on July 1, 2017, provided a new right to limited liability company members, dissociated members, and transferees of distributional interests to petition a court for an order requiring that their interests be purchased under certain circumstances.
Appellate court provides further guidance on the enforceability of restrictive employment covenants By Samuel Neschis Business and Securities Law, May 2016 In AssuredPartners, Inc. v. Schmitt, the court reviewed the reasonableness of restrictive employment covenants under the Reliable Fire standard.

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