Articles on Business Law

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.
Diana Angell v. Santefort Family Holdings, LLC: The Silkworm and the Spider; Remembering Lessons From Aesops Fables By Prof. Charles W. Murdock & Maximilian J. Ohle Business and Securities Law, December 2021 A summary and analysis of Angell v. Santefort Family Holdings, a unique piercing the veil case.
LLC Fiduciary Duties: The Significance of the Current Amendments By Prof. Charles W. Murdock Business and Securities Law, December 2021 The governor recently signed into law SB 1795, which has made several significant changes regarding the law of fiduciary duties in LLCs.
Advantage Marketing Group, Inc. v. Keane: Seek a Waiver or Resign Before You Transact and Sign By Prof. Charles W. Murdock & Barbara Meneses Business and Securities Law, October 2020 When a shareholder in a closely held corporation becomes disaffected, it is not unusual that they take actions somewhat similar to those that the plaintiff pled the defendant took in Advantage Marketing Group, Inc. v. Keane.
Machnicki v. Kurowski: Mądry Polak Po Szkodzie—After the Damage, Comes the Wisdom By Prof. Charles W. Murdock & Anabel Abarca Business and Securities Law, October 2020 In Machnicki v. Kurowski, the plaintiffs sought to partition real estate and ended up buying out the recalcitrant "partner" and getting hit with punitive damages and attorneys’ fees.
Kim v. Song: A primer on how not to plead a securities case By Prof. Charles W. Murdock, Jasmina Hamulic, & Ronni Tansey Business and Securities Law, November 2018 Yoon Ja Kim v. James JH Song was predicated upon a tortuous interpretation of the Illinois Securities Law of 1953, the federal securities laws, and common law fraud.
Fraudster and victim both fail to shift loss By Stephen M. Proctor Business Advice and Financial Planning, January 2018 In three recent cases, the perpetrator of the fraud and the victim failed in their efforts to shift their loss.
Is physical presence required to tax an out-of-state business under a gross receipts tax—A review of Crutchfield, Inc. v. Testa By John Vann State and Local Taxation, January 2018 Over the years, a major nexus question has arisen in gross receipts tax states as to whether the physical presence test of Quill v. North Dakota should apply to these taxes. Recently, the question was raised and answered in Ohio in Crutchfield Corp. v. Testa.
Best practices to impart to business owners By Mason Cole Law Office Management and Economics, Standing Committee on, September 2017 Choosing a partner to embark on the challenge of launching a business should be approached similarly to finding a life partner.
Raising capital for business: Recent changes expand your options By Elizabeth A. Bleakley Business Advice and Financial Planning, June 2017 A summary of the significant new acts and regulations related to raising capital for small and emerging growth companies since 2012.
Raising capital for business: Recent changes expand your options By Elizabeth A. Bleakley Business and Securities Law, May 2017 A summary of the significant new acts and regulations related to raising capital for small and emerging growth companies since 2012.
MACRA: A summary for the general business attorney By Brian F. Johnson Business and Securities Law, March 2017 A primer on the Medicare Access and CHIP Reauthorization Act of 2015.
Use of an estate planning questionnaire as part of a coordinated process in your practice By Dennis J. Jacknewitz & Brian T. McCarthy Business Advice and Financial Planning, February 2017 A comprehensive form can ensure a thorough disclosure and complete analysis of the client’s potential estate. A sample form used by the authors is included here.
Beware of expired contracts By Stephen D. Sayre & Darnell Clayborn Business and Securities Law, December 2016 Companies need to have reliable systems in place for monitoring their outstanding contracts to ensure they are not performing under expired contracts. This is especially important for companies that include significant risk-mitigation terms in their contract templates, such as damage caps and exclusions on certain remedies and damages. Failing to do so exposes these companies to significant risk if a contract expires.
An introduction to the Department of Labor’s new Conflict of Interest Rule on Investment Advice By Hilary E. Wild Employee Benefits, October 2016 This article provides a summary of the Department of Labor’s new Conflict of Interest Rule on Investment Advice, focusing on the Best Interest Contract Exemption and the streamlined Level Fee Fiduciary exception.
An introduction to the Department of Labor’s new Conflict of Interest Rule on Investment Advice By Hilary E. Wild Business Advice and Financial Planning, September 2016 This article provides a summary of the Department of Labor’s new Conflict of Interest Rule on Investment Advice, focusing on the Best Interest Contract Exemption and the streamlined Level Fee Fiduciary exception.
The regulation process from a business attorney’s perspective By James S. Peters Business Advice and Financial Planning, June 2016 The Illinois General Assembly, through its Joint Committee on Administrative Rules , has made it very easy for attorneys representing business clients to monitor and participate in the rulemaking process that will directly impact all types of Illinois businesses.
2 comments (Most recent July 5, 2016)
Requirements contract or not? No courts agree By Stephen M. Proctor Business Advice and Financial Planning, March 2016 Any buyer that expects to have an assured supply of products by purchasing its requirements from a specific seller should make clear in the agreement that the buyer is also committing to purchase its requirements from the seller exclusively, exposing the buyer to damages if the buyer goes elsewhere for it products.
A potpourri of business advice and financial planning tips By Dennis J. Jacknewitz Business Advice and Financial Planning, December 2015 Tips of interest to practitioners.
IRC §§ 721 and 83(b)—Benefits to the business seller By Brian F. Johnson Business and Securities Law, November 2015 With smaller businesses now being sold to low- and mid-market private equity firms, it is important for the seller’s attorney to be aware of two code sections within the Internal Revenue Code and their potential usefulness to the seller.
The phantom stock plan: Sharing a rise in stock value with your employee without diluting equity By Alan E. Case Business Advice and Financial Planning, December 2014 The opportunity to defer compensation enables many types of programs and techniques that benefit an employee as well as a company. There are two basic types of stock-oriented deferred compensation plans—those referencing “phantom stock” and those referencing stock appreciation rights (often referred to as “SARs”). This article provides a brief introduction to the basic elements, and advantages and disadvantages, of a phantom stock plan.
Update on all appropriate inquiries into land acquisitions By Gene Schmittgens Business Advice and Financial Planning, July 2014 An update to the article published in this newsletter in February 2011.
Terminating a corporation or LLC By John D. Gutzke Environmental Law, March 2014 An overview of the steps required to close a business.
1 comment (Most recent March 12, 2014)
Data security: No longer someone else’s problem By Troy E. Haggestad & Daniel A. Huntley Corporate Law Departments, February 2014 As hackers become more sophisticated at unlawfully accessing credit card data stored on your client’s computer systems, the number of lawsuits filed against businesses related to data security breaches has mushroomed.
Mid-sized investment advisers and exempt reporting adviser status By Elizabeth A. Bleakley Business Advice and Financial Planning, February 2014 The Dodd-Frank Act repealed section 203(b)(3) of the Investment Advisers Act of 1940, thereby adding a requirement that advisers to private funds register under the Act.
Terminating a corporation or LLC By John D. Gutzke Business Advice and Financial Planning, February 2014 An overview of the steps required to close a business.
United States Supreme Court clarifies what it means to be at home By Barry P. Kaltenbach Corporate Law Departments, February 2014 Last month’s United States Supreme Court ruling in Daimler AG v. Bauman clarified certain language from a previous case, the end result being that Illinois might be home to fewer businesses than it had previously thought—at least for purposes of personal jurisdiction.
Essential estate planning for business owners By Michael C. Foltz Business Advice and Financial Planning, September 2013 The conventional estate plan addresses the disposition of assets and mitigation of taxes, while business owners require estate planning and business succession documents that compliment one another.
The Internet is expanding—Four things your clients need to know By Jordan A. Arnot Corporate Law Departments, August 2013 This article explains how the Internet is changing, and what you and your clients need to do right now to avoid the embarrassing consequences of missing the boat.
Compliance projects By Jennifer Zordani Business and Securities Law, July 2013 A list of steps that help assess the type of compliance project a firm should undertake.

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