Publications

Section Newsletter Articles on Corporate Law

How to start a good relationship with in-house counsel By Michael DiNatale Young Lawyers Division, October 2016 Follow these basic tips to enjoy a great client relationship with in-house counsel.
An in-house perspective By Christopher Stemler Business Advice and Financial Planning, May 2016 Tips intended to help private attorneys understand what in-house counsel want or need from them.
Confidentiality and non-disclosure agreements in commercial transactions: Essential points for reviewing and counseling your client By Jonathan D. Carlson Corporate Law Departments, March 2016 When sharing ideas and information with others becomes necessary to advance business operations, a well-drafted Confidentiality and Non-Disclosure Agreement can provide the same level of protection that a “lock and key” approach offers for tangible goods.
An in-house perspective By Christopher Stemler Corporate Law Departments, March 2016 Tips intended to help private attorneys understand what in-house counsel want or need from them.
Individual accountability for corporate wrongdoing Health Care Law, December 2015 In addition to summaries of recent health law cases, this issue features a reprint of the “Yates Memo.” On September 9, 2015, Deputy U.S. Attorney General Sally Quillian Yates issued a memorandum addressed to assistant U.S. attorneys that signals a change in the approach the federal government will be taking to corporate investigations and prosecutions. Health care attorneys likely should be familiar with this memo.
The Sunlitz decision: A primer on shareholder demand for corporate books and records when self-dealing is at issue By Charles W. Murdock and Katelyn Sprague Business and Securities Law, November 2015 In Sunlitz Holding Co. W.L.L. v. Trading Block Holdings, Inc., the court reaffirmed the view that good-faith fears of mismanagement, in contrast to proof of actual wrongdoing, support a proper purpose for inspection of corporate books and records under the Business Corporations Act of 1983.
Immigration reform and diversifying your workforce By Edward N. Druck and Tejas Shah Diversity Leadership Council, June 2015 Recent executive actions enacted by the President and the Department of Homeland Security are estimated to collectively provide work authorization to 4 million undocumented individuals across the U.S., and impact hundreds of thousands of individuals in the state of Illinois alone.
Corporate governance and deepening insolvency: Part I—Lessons from Lemington Home for the Illinois practitioner By Mark A. Carter Business and Securities Law, April 2015 The Lemington Home litigation offers Illinois practitioners a veritable “case study” on the duties and obligations of directors, officers and managers of an enterprise facing deepening insolvency.
Ripping off the corporate veil: The Buckley court’s implications for non-shareholders and non-title holders By Daniel R. Saeedi and Richard Y. Hu Business and Securities Law, April 2015 While Buckley had a particular set of facts, its detailed analysis, citation to favorable piercing statistics and disregard for corporate formalities could provide the blueprint for increased claims against non-shareholders and non-titleholders.
Eight common employee benefit plan failures discovered during mergers and acquisitions By William H. Mayer Corporate Law Departments, February 2015 In addition to identifying areas of concern, this article will address potential liabilities associated with the failures and provide a summary of corrective measures that may be available to alleviate the potential liabilities.
A decision, finally, after nineteen years: Case review By Michael J. Maslanka Human Rights, January 2015 Although the order in this case was filed under Supreme Court Rule 23, it has a very interesting history and some good tips for employers. Unfortunately, it is also a sad commentary on the delay of justice in some cases.
Eight common employee benefit plan failures discovered during mergers and acquisitions By William H. Mayer Employee Benefits, December 2014 In addition to identifying areas of concern, this article will address potential liabilities associated with the failures and provide a summary of corrective measures that may be available to alleviate the potential liabilities.
The new tax on insurance premiums By Jennifer Hammer and Connie Beard Corporate Law Departments, December 2014 Public Act 98-0978 will become law on January 1, 2015, and may have a significant negative effect on businesses, not-for-profit organizations and municipalities who qualify as Industrial Insureds and utilize captive insurance companies or other non-traditional insurance arrangements.
Phoning it in: The rule that corporate directors cannot vote by proxy By Brian O’Connell Business Advice and Financial Planning, December 2014 Unlike shareholders, directors of a corporation cannot act by proxy. This article provides insights and authority regarding this corporate governance rule.
Piercing the corporate veil—Should farmers care? By Jeffrey A. Mollet Agricultural Law, September 2014 Can the corporate veil be pierced to collect a judgment from a non-shareholder? This question was addressed by the Illinois Appellate Court for the First District in Buckley v. Abuzir.
Representing a corporation in state court—Redux 2014 By Patrick M. Kinnally Administrative Law, July 2014 Stone Street Partners, LLC v. City of Chicago Department of Administrative Hearings declares why a corporation needs a lawyer as a representative in our state courts as well as in certain types of administrative hearings.
Intellectual property indemnification—A licensee’s perspective By Mark Weis Corporate Law Departments, June 2014 One provision that a customer, or Licensee, should look for in technology agreements is the intellectual property indemnification clause.
Representing a corporation in state court—Redux 2014 By Patrick M. Kinnally Civil Practice and Procedure, May 2014 Stone Street Partners, LLC v. City of Chicago Department of Administrative Hearings declares why a corporation needs a lawyer as a representative in our state courts as well as in certain types of administrative hearings.
The dangers corporations face with assignments of intent-to-use trademark applications By Robert A. Cohen Intellectual Property, February 2014 The Lanham Act has strict rules for assigning intent-to-use trademark applications. A recent precedential TTAB decision confirms that these rules apply to assignments between independent companies, as well as parent-subsidiary families.
The dangers corporations face with assignments of intent-to-use trademark applications By Robert A. Cohen Corporate Law Departments, December 2013 The Lanham Act has very strict rules concerning the assignment of intent-to-use trademark applications. A recent precedential TTAB decision confirms that these rules apply to assignments between independent companies, as well as parent-subsidiary families.
Does a corporation need a lawyer in state court? By Patrick M. Kinnally Civil Practice and Procedure, December 2012 Unless you are in a small claims trial court, the Illinois maxim as to corporate representation is ambiguous.
Claims against dissolved corporations By Christine M. Kieta Corporate Law Departments, November 2012 The Illinois Supreme Court recently interpreted section 12.80 of Illinois’ Business Corporation Act in Pielet v. Pielet.
Developing an in-house CLE program By Ryan Gammelgard Corporate Law Departments, November 2012 This article provides a basic overview of the requirements for developing an in-house CLE program.
Illinois General Assembly cleans up business organization statutes By Scott M. Metzger Corporate Law Departments, November 2012 This article summarizes the changes to each statute affected by the Business Law Cleanup Bill to serve as a quick reference for businesses and their counsel.
Anti-Pretexting Statute By Michael R. Lied Labor and Employment Law, November 2007 Hewlett-Packard’s Chairman, Patricia Dunn, was allegedly upset about leaks to the media about the company’s long term strategic plans. Hewlett-Packard retained an outside firm to gain access to its directors’ phone records, believing that one or more directors were the source of the leak.
Case updates By Frank M. Grenard Corporate Law Departments, October 2007 There are a couple of opinions in this update list that are of particular note: The Illinois Supreme Court’s extensive review of Requests to Admit procedures....and the 8th Circuit’s decision that civil judgments related to sex discrimination are non dischargeable in bankruptcy.
Recent case updates By Frank M. Grenard Corporate Law Departments, September 2007 The following are summaries of recent interesting cases from the 8th Circuit Court of Appeals, the Indiana Appellate Court and the Supreme Courts of Iowa and Nebraska.
Treasury issues final regulations on Section 409A Executive and Deferred Compensation Restrictions By Brian M. Pinheiro, Barry L. Klein, and Mary J. Mullany Corporate Law Departments, May 2007 After months of anticipation, the U.S. Treasury Department has issued final regulations under Section 409A of the Internal Revenue Code.
Summary of additional cases By Raymond A. Fylstra Corporate Law Departments, January 2007 Recent cases of interest to corporate lawyers.
Summary of recent Illinois, Indiana, Iowa and Missouri cases By Frank M. Grenard Corporate Law Departments, January 2007 Recent cases of interest to corporate attorneys.