Publications

Section Newsletter Articles on Business Law

Piercing the corporate veil; When? By Rich Larson Commercial Banking, Collections, and Bankruptcy, July 2012 It seems clear, under Illinois law, that corporate veil piercing is not permitted in supplementary proceedings, and if the federal courts are to follow the rule, there should be no veil piercing in federal supplementary proceedings based upon Illinois law either.
Auditor inquiry letters and attorney response letters—Does your client understand what is involved? By Tracy J. Nugent Business and Securities Law, June 2012 This article addresses some issues for counsel to consider, discusses the ABA Policy addressing those issues, and provides an example form Response Letter for illustration.
Creditors’ rights against a member’s interest in an LLC By Charles W. Murdock Business and Securities Law, June 2012 Effective January 1, 2012, the Code of Civil Procedure was amended to add a new provision by which the remedy of a charging order could be obtained, inter alia, by serving a citation to discover assets, either on the judgment debtor or against any third party who possesses property belonging to the judgment debtor.
Creditors’ rights against a member’s interest in an LLC By Charles W. Murdock Business and Securities Law, June 2012 Effective January 1, 2012, the Code of Civil Procedure was amended to add a new provision by which the remedy of a charging order could be obtained, inter alia, by serving a citation to discover assets, either on the judgment debtor or against any third party who possesses property belonging to the judgment debtor.
Creditors’ rights against a member’s interest in an LLC By Charles W. Murdock Trusts and Estates, June 2012 Effective January 1, 2012, the Code of Civil Procedure was amended to add a new provision by which the remedy of a charging order could be obtained, inter alia, by serving a citation to discover assets, either on the judgment debtor or against any third party who possesses property belonging to the judgment debtor.
Thin ice: Avoiding missteps with the Foreign Corrupt Practices Act By Marlene Fuentes and Gregory G. Thiess Corporate Law Departments, June 2012 A brief overview of the pertinent provisions of the FCPA used as part of FCPA enforcement efforts, a summary of some of the most recent enforcement cases and results, and some tips for companies and their counsel to assure that their day-to-day business activities will not become the subject of a future investigation or prosecution.
Acquiring a family-owned business: The devil hides in the due diligence By John J. Tufano Corporate Law Departments, May 2012 Understanding the interplay between family desires and business decisions can help a buyer more thoroughly value the risks and benefits of acquiring a family-owned business.
IRS proposes new regulations under Code § 2032—Alternate Valuation for Estate Tax Purposes By Hugh F. Drake Business Advice and Financial Planning, May 2012 Under the IRS' recent revisions, post-mortem changes will affect the federal estate tax value of assets only if they are attributable to 1) economic or market conditions or 2) uncompensated theft or casualty losses that are not deducted under Code §2054.
Pancake House’s flippant handling of complaints results in substantial jury verdict By Nancy E. Sasamoto Business Advice and Financial Planning, May 2012 recent opinion handed down by the Seventh Circuit Court of Appeals serves as a good reminder to employers that having a policy against sexual harassment and training all new hires will not effectively protect the company if managers ignore or mishandle harassment complaints.
Time to fix your arbitration agreements By Brian Caster Business Advice and Financial Planning, May 2012 Employers with a potentially broad arbitration agreement should have legal counsel review the language to ensure its viability in the wake of the NLRB's recent and potentially far-reaching decision.
New Illinois Business Laws for 2012 By William A. Price Business and Securities Law, April 2012 Recent changes of interest to business law practitioners.
A new world order: Harvard Professor John Ruggie’s final guiding principles on business and human rights By Michael G. Congiu Business Advice and Financial Planning, April 2012 The final U.N.'s Guiding Principles on Business and Human Rights pose an enormously significant set of parameters upon corporations and signify a critical departure from the historical obligation of states to protect and promote the human rights. According to the Guiding Principles, companies now have human rights obligations that are commensurate and may even exceed the obligations of sovereign states.
News from the National Labor Relations Board By Alan M. Kaplan Business Advice and Financial Planning, April 2012 President Obama recently appointed three new members to the NLRB.
Small and medium enterprises considering exporting to China should be mindful of protecting their intellectual property rights By John J. Tufano Business and Securities Law, April 2012 For small and medium enterprises considering exporting to China, understanding how to protect intellectual property rights abroad is a key component to due diligence.
7th Circuit successor liability law as extended by Ordonez v. Akorat By Brian P. Welch and Barry A. Chatz Commercial Banking, Collections, and Bankruptcy, February 2012 In Ordonez, et al v. Akorat Metal Fabricators, Inc., et al, the Northern District provided a roadmap of the federal doctrine of successor liability and gives asset-purchasers guidance on how not to plead a Motion for Summary Judgment asserting that successor liability is inapplicable as a matter of law.
The danger of Internet checks as part of a company’s hiring process By Peter LaSorsa Labor and Employment Law, February 2012 The latest endeavor by companies is to check Web sites like Facebook and Twitter to see what new information they can learn about prospective employees. Is this a good idea? Are there potential land mines that the company could step on?
International Internet jurisdiction under the Convention on the Use of Electronic Communication in International Contracts By Kitsuron Sangsuvan International and Immigration Law, January 2012 When two states claim jurisdiction over transactions, international jurisdictional conflict arises: Where can the plaintiff sue? Which country’s laws apply?
Are “drag along” provisions valid in Illinois? By William A. Price Business and Securities Law, November 2011 Private equity transactions routinely include the right to compel owners of a minority interest in a company to take the same price that the majority gets in future deals, without the appraisal and “fair value” process provided in the Illinois Business Corporation Act. Is this type of provision valid?
Current issues in connection with capital formation for privately held companies By William Hadler Business and Securities Law, November 2011 In early 2011 Goldman Sachs made two investments in Facebook, Inc. igniting a national debate over the regulatory framework governing private capital raising alternatives. 
The future of corporate structures: The Washington, D.C. approach By Frank M. Grenard Corporate Law Departments, November 2011 For better or for worse, what has started with the nation’s capital has the potential to reach the Illinois General Assembly’s eye and ear, particularly if it results in a significant attraction to companies to set up shop in a BOC-type jurisdiction.
Maximize your profits and minimize your risks by understanding your sourcing agreements By Caroline Berube and Michelle J. Rozovics International and Immigration Law, November 2011 A look at the different issues surrounding sourcing in China.
Recent developments in Swiss business law By Florian S. Jörg International and Immigration Law, November 2011 A list of changes to note when doing business in Switzerland.
Breach Notification Laws—What every business owner needs to know By Gary Zhao and Peter Maris Racial and Ethnic Minorities and the Law, October 2011 For any multi-state or nationwide business, preventing information security breaches is most likely the easiest and cheapest way to comply with breach notification laws.
Business results from the fall and spring sessions By William A. Price Business Advice and Financial Planning, August 2011 Recent changes in Illinois taxes affecting business lawyers.
Ethical issues for business and intellectual property lawyers, part 2 By Eugene F. Friedman Business Advice and Financial Planning, August 2011 The second installment in this series on ethics for business lawyers.
Canada Consumer Product Safety Act went into effect June 20, 2011—What retailers need to know By Douglas F. Harrison Corporate Law Departments, July 2011 Retailers operating in Canada began facing significant new obligations under the new Canada Consumer Product Safety Act, which went into effect on June 20, 2011.
Company Web sites: Best practices for avoiding securities fraud By Elizabeth A. Bleakley and Daryl M. Schumacher Business and Securities Law, July 2011 A look at some of the regulatory issues, as well as the application of antifraud provisions of federal and state securities laws to company Web sites.
Federal jury acquits in-house counsel of criminal charges arising from client’s response to government investigation By Lisa Simmons Corporate Law Departments, July 2011 A federal judge has acquitted a former in-house lawyer for GlaxoSmithKline of six criminal charges that she obstructed a federal investigation and made false statements to investigators.
The curious history of resale price maintenance By Charles A. Stewart Business Advice and Financial Planning, June 2011 The agreement between manufacturer and retailer to set minimum prices eliminates, or at least dramatically restricts intrabrand competition among retailers of the articles and so is an obvious restraint of trade deemed illegal by the Sherman Act.
Ethical issues for business and intellectual property lawyers—Part 1 By Eugene F. Friedman Business Advice and Financial Planning, June 2011 The first installment in this series on ethics for business lawyers.