Publications

Section Newsletter Articles From Derek P. Usman

The significance of share transfer restrictions for closely held corporations By Derek P. Usman Business and Securities Law, May 2010 Without an agreement restricting share transfers, corporate shares would be freely transferable and prevent the remaining shareholders from maintaining a desirable ownership structure.
Who wants cake? Section 368 tax-free reorganizations for corporations By Derek P. Usman Federal Taxation, May 2010 By utilizing the reorganization exit strategy, business owners are able to sell their business while deferring their gain.
Inside out—Revaluation of Partnership Capital Accounts By Derek P. Usman Federal Taxation, December 2008 Foremost, a capital interest is a share of the value of partnership assets.
The threat is real—The fight for limited liability in Illinois By Derek P. Usman Business and Securities Law, April 2008 The statutory provisions providing limited liability to shareholders of Illinois business entities were undermined recently when the Illinois Supreme Court endorsed “direct participation” as a viable theory of tort liability under Illinois law
Phantom gain—It’s magic “Minimum” gain arising from partnership nonrecourse debt By Derek P. Usman Federal Taxation, December 2007 Section 702(a) provides a list of items arising from partnership operations that are to be separately distributed to each partner.
Minority shareholders receive a Christmas gift from the governor By Derek P. Usman Business and Securities Law, February 2007 Effective January 1, 2007, amendments to the Illinois Business Corporation Act now provide a more precise definition of the fair value of minority interests.
Shareholder loans made simple By Derek P. Usman Federal Taxation, January 2007 Shareholders of a corporation taxed under Subchapter S of the Internal Revenue Code may elect a “pass-through” taxation system.

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