Articles on business and securities law

Benefits of Registering a Trademark as an Entity By Ahad Syed Business and Securities Law, April 2022 Filing for a trademark as an entity, though unnecessary, confers significant benefits.
Digital Assets in the U.S.: The Evolving Regulatory Framework and President Biden’s Executive Order By Nikhil Mehta Business and Securities Law, April 2022 The current regulatory landscape surrounding digital assets in the U.S. is cloudy at best with a patchwork of various federal agencies vying for oversight.
Elleby v. Forest Alarm Service: A Primer for Making Demand and Requesting Inspection of Books and Records By J.J. Jahania & Prof. Charles W. Murdock Elder Law, January 2022 A summary and analysis of the appellate court's decision in Elleby v. Forest Alarm Service, Inc.
Department of Justice Previews Potential Changes to Corporate Enforcement Policies By John R. Schleppenbach Business and Securities Law, December 2021 In an October 2021 speech, the Department of Justice provided more clarity on the Biden administration's approach to corporate enforcement.
CFTC Files First Complaint Alleging Manipulative Scheme Involving Digital Assets By John R. Schleppenbach Business and Securities Law, October 2021 For almost as long as there have been cryptocurrencies, there have been controversies surrounding cryptocurrencies.
Elleby v. Forest Alarm Service: A Primer for Making Demand and Requesting Inspection of Books and Records By J.J. Jahania & Prof. Charles W. Murdock Business and Securities Law, October 2021 A summary and analysis of the appellate court's decision in Elleby v. Forest Alarm Service, Inc.
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.
SEC 2020 Annual Report Highlights Enforcement Priorities & Trends By John R. Schleppenbach Business and Securities Law, March 2021 The United States Securities and Exchange Commission Division of Enforcement issued its annual report for Fiscal Year 2020 and, due to COVID-19, the report reflected a marked decline in the number of enforcement actions brought by the SEC.
How to Assure a Successful Physician Practice Investment or Acquisition By Patricia S. Hofstra Business and Securities Law, June 2020 As physician practices, health care entities, private equity, and venture capital firms consider physician practice investments and acquisitions, the players need to address the unique nature of physicians and physician practices in order to assure a successful deal.
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.
Saccameno v. Ocwen Loan Servicing, LLC: Punitive Damages Awarded When Business Ignores Its Own Database By Connor Q. Hollander & Prof. Charles W. Murdock Business and Securities Law, June 2020 In Saccameno v. Ocwen Loan Servicing, LLC, the court affirmed a jury verdict of punitive damages for violating the Illinois Consumer Fraud and Deceptive Business Practices Act based on Illinois’ corporate complicity doctrine.
Dreger v. Dolan Allows Minority Owners in Cannabis Industry to Obtain TRO Relief Because the ‘Unique’ Nature of the Industry May Not Provide Damaged Owners an Adequate Remedy at Law By Michael R. Karnuth Business and Securities Law, January 2020 A summary of Dreger v. Dolan, which looks at cannabis-related business disputes.
Hospital and Other Property Tax Exemption Decisions Since Oswald v. Hamer By William A. Price Business and Securities Law, January 2020 The Illinois Supreme Court's 2018 decision in Oswald v. Hamer upheld the constitutionality of section 15-86 of the Property Tax Code.
Tenth Circuit Affirms SEC Sanctions on Investment Advisor for Conflicts of Interest By John R. Schleppenbach Business and Securities Law, January 2020 In Malouf v. Securities & Exchange Commission, the court affirmed the SEC’s finding that an investment advisor’s failure to disclose conflicts of interest or correct his firm’s statements denying the existence of such conflicts had violated the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act, and related rules.
Federal Taxation of Long-Term Care Insurance By Thomas J. Pearson Business and Securities Law, October 2019 A step-by-step explanation of the tax treatment of long-term care insurance plans for both employers and employees.
Insider Trading Update By Prof. Charles W. Murdock Business and Securities Law, October 2019 Recently, the U.S. Supreme Court grappled with the requirement that there needs to be a personal benefit to the tipper in order to hold the tippee liable in insider trading situations.
Northern District of Illinois Casts Doubt on Validity of Disclosure-Only Settlements in M&A Suits By John R. Schleppenbach Business and Securities Law, October 2019 In House v. Akorn, Inc., the court employed a rigorous analysis to reject a disclosure-only settlement of merger litigation.
Stock and Similar Plans By William A. Price Business and Securities Law, October 2019 An outline of the tax-advantaged plans that can be used for key employee compensation, tax-deferred owner compensation, compensation for the whole business team, and incentive compensation under the Internal Revenue Code.
What ‘accredited investor’ or other investor definitions apply in exempt offerings rules? By William A. Price Business and Securities Law, May 2019 An overview of the definitions of investor types and Illinois securities laws and rules.
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.
Second circuit affirms denial of insider trader’s habeas petition holding that the trader’s anticipation of maintaining a good relationship with the tippee was a sufficient benefit to support conviction By John R. Schleppenbach Business and Securities Law, March 2019 Securities practitioners would do well to advise their clients that insiders who provide stock tips based on non-public information can be broadly penalized, even in the absence of money changing hands.
The slippery slope from professional conduct into misconduct in representing organization and their constituents in a slip-up By David F. Rolewick Business and Securities Law, March 2019 When an owner of a closely held business decides to separate her ownership from co-owners, she inevitably seeks advice from the business’s lawyer—a critical juncture in the lawyer’s professional life.
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.
Groves v. Walsh Construction confirms successor liability not triggered when former controlling owner repurchases assets after a “leadership break” during which he had minimal ownership and management involvement By Michael R. Karnuth Business and Securities Law, December 2018 In The Groves of Palatine Condominium Ass’n v. Walsh Construction Co., the appellate court affirmed dismissal of a third-party complaint on grounds that an LLC was not the continuation of the predecessor corporation for purposes of successor liability.
Mergers & Acquisitions Corner: Tales from the trenches By Markus May Business and Securities Law, November 2018 The mergers and acquisitions world is one in which you are always learning new ways to try to get deals done.
Which subsidiary would you choose? By Elizabeth A. Tracy Business and Securities Law, November 2018 An analysis of the potential benefits and downsides of the subsidiary entity.
Case comments By Ethel Sypratos Business and Securities Law, December 2002 Whether the Industrial Commission acts outside its statutory authority when it pierces the corporate veil and imposes liability on the stockholders when a company does not pay an award.
Seventh Circuit applies Illinois Survival Statute to bar shareholders’ claims By Donna J. Rolf Business and Securities Law, June 2000 A recent Seventh Circuit case involves the Illinois Survival Statute and the issues a court will examine when analyzing claims brought more than five years after the dissolution of a corporation.
SCOR amendments By James J. Moylan Business and Securities Law, April 2000 The North American Securities Administration Association, Inc. ("NASAA") recently issued revisions to the Small Company Offering Registration ("SCOR") Form U-7 and the related SCOR Issuer's Manual. (Adopted, September 28, 1999).
Introduction to this special issue Business and Securities Law, October 1999 This special Y2K issue is directed to the business lawyer, but contains articles that can be mailed to business clients

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