Articles on business and securities law | Illinois State Bar Association

The NASD Launches a Single Arbitrator Pilot Program for arbitration claims between $50,000.01 and $200,000 By Andrew J. Stoltmann Business and Securities Law, May 2001 On February 15, 2000, the Securities and Exchange Commission approved Rule 10336 and added it to the NASD Code of Arbitration Procedure.

BusinessLaw Flash Points℠ By Donna J. Cunningham Business and Securities Law, April 2001 Despite the controversy, and while we were looking the other way, President Clinton has adopted OSHA's Final Rule requiring businesses to deal with the repetitive stress and other ergonomic injuries of their workers.

Establishing a protectable interest: forward thinking for clients that use restrictive covenants By David M. Rowd Business and Securities Law, April 2001 One of the worst nightmares for any business is to discover that a trusted employee has decided to leave and begin competing against it armed with its proprietary information and established relationships with its customers.

From the editor Business and Securities Law, April 2001 This edition of the newsletter has several interesting articles, including an update on this year's changes to the Illinois Securities Law from David Finnigan and Cheryl Goss Weiss, both of whom are senior counsel with the Illinois Department of Securities.

Legislative update By David Finnigan & Cheryl Goss Weiss Business and Securities Law, April 2001 On January 1, 2001, the following amendments to the Illinois Securities Law of 1953 become effective.

Offshore trust upheld by Second Circuit By Howard Z. Gopman Business and Securities Law, April 2001 In Securities Exchange Commission v. Brennen, Docket No. 00-6128, decided on October 26, 2000, by the Second Circuit Court of Appeals, the court interpreted the automatic stay provisions of the bankruptcy code to protect an offshore asset protection trust.

Recent developments affecting subchapter S corporations By Gene A. Petersen Business and Securities Law, April 2001 An S corporation may permissibly own any portion of the stock of another corporation (with few exceptions), and if such other corporation is wholly-owned by the S corporation the S corporation may elect to treat it as a division of the S corporation.

Structuring a businessorganization to reduce exposure to self-employment tax incidence By William Alexander Business and Securities Law, April 2001 So long as it is possible to structure payments as due to the organization in general, and not to the organization as fees for work that must be performed by an investor individually, use of a corporation with subchapter S election, rather than a limited liability company, would appear to minimize self-employment tax, while retaining pass-through tax treatment (no entity level tax would apply.)

HIPAA: changing health care operations as we know it By Robert S. Spadoni & Ryan D. Meade Business and Securities Law, January 2001 The Health Insurance Portability and Accountability Act of 1996 ("HIPAA") continues to loom large in its impact on the health care industry.

BusinessLaw Flash Points℠ By Donna J. Cunningham Business and Securities Law, October 2000 The U.S. Supreme Court has launched its own website, which contains court decisions, the court schedule and calendar, rules, bar admission forms, weekly orders granting and denying new appeals, and news releases.

BusinessLaw Flash Points℠ By Donna J. Cunningham Business and Securities Law, June 2000 Author's note: Lots going on this month, so this will be a longer than usual newsletter. However, many of this month's cases have not yet been posted. If a link does not work, try again later.

Case law update By David E. Doyle Business and Securities Law, June 2000 In Aste v. Metropolitan Life Insurance Company, MetLife Securities, Inc. and Anthony M. Williams, Docket No. 1-99-2574 (First District, March 28, 2000), the First District Illinois Appellate Court handed down a decision that may cause brokerage firms to examine the validity of the arbitration clauses in their customer contracts.

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

Blue Ribbon Committee on improving the effectiveness of Corporate Audit Committee releases its report and recommendations By James J. Moylan Business and Securities Law, June 1999 Any reader of the financial press knows that financial reporting is one of the brightest blips on the Securities and Exchange Commission's ("SEC") radar screen.

Confidentiality agreements for a corporate acquisition By Thomas N. Jersild Business and Securities Law, June 1999 An agreement of this kind might be used by a potential seller (or its agent) when providing financial and other proprietary information to a prospective buyer.

Council news Business and Securities Law, June 1999 James J. Moylan, chair of the Corporation, Securities and Business Law Section Council was one of the participants at the ISBA Chicago Access Cable television presentation held in April on security laws.

OECD Convention on Combating Bribery and new amendments to Foreign Corrupt Practices Act By Arthur L. George Business and Securities Law, June 1999 In November 1998, President Clinton signed into law amendments to the U.S. Foreign Corrupt Practices Act ("FCPA") implementing the requirements of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (the "Convention").

Individual held personally liable for corporation’s failing to comply with statutory formalities By Loren R. Stone & A. Jay Goldstein Business and Securities Law, May 1999 In a recent decision, the Illinois Appellate Court has held that a corporation's failure to comply with filing requirements of the Business Corporation Act regarding the adoption and use of assumed names, will subject an individual to personal liability for breach of contract.

Purchase of assets—The duty to WARN By Rob Seigel Business and Securities Law, May 1999 Frequently, when one corporation contracts to purchase the assets of another, the purchaser has no intention of continuing to operate the seller's business as an ongoing concern.

American Bar Association issues guidelines for attorneys serving on corporate boards of directors By James J. Moylan Business and Securities Law, March 1999 The issues surrounding an attorney serving on the board of directors of a corporate client have existed since the first time a lawyer accepted an invitation to join his corporate client's board.

Staying out of trouble with the SEC: Tips for the brokerage firm By Dexter B. Johnson Business and Securities Law, March 1999 Over four years ago, the Securities Exchange Commission ("SEC") caused considerable consternation within the management ranks of some of the nation's largest brokerage firms when, through a series of high profile cases, it began to dramatically increase the number of administrative actions and sanctions against brokerage firm supervisors and managers.

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