Section Newsletters

Articles on Corporate Law

California Superior Court Enforces Federal Forum Selection Provision Under California Law By David Kotler, Joshua D.N. Hess, & Brian C. Raphel Corporate Law Departments, October 2020 A California state court recently enforced a Delaware corporation’s bylaw requiring shareholders to bring federal securities claims under the 1933 Securities Act in an appropriate federal forum, demonstrating that courts outside of Delaware will enforce such provisions.
Individual Criminal Liability for Failure to Disclose Data Breach Establishes a New Level of Risk for Companies and Executives By Michael Ward, Devika Kornbacher, Branden Stein, & Elizabeth Matthews Corporate Law Departments, October 2020 Until recently, the criminal prosecution of company executives was not one of the expected consequences of not disclosing a breach.
Shareholder Litigation and COVID-19: Risks Facing Directors and Officers of Public Companies By Charles F. Smith, Matthew R. Kipp, & Matthew S. Rosenthal Corporate Law Departments, October 2020 Plaintiffs' attorneys have attempted to exploit the COVID-19 pandemic as an opportunity to bring securities fraud and derivative lawsuits against public companies. Directors and officers can mitigate litigation risk by addressing a number of disclosure and insurance-related items.
ISBA Corporate Law Department Section: Legal Minutes, Winter 2019-20 By Mark A. Spognardi Corporate Law Departments, February 2020 Summaries of recent legislation, cases, and other legal matters of interest to corporate law practitioners.
Corporate Law Department Section’s Legal Minutes: Summer-Fall 2019 By Mark A. Spognardi Corporate Law Departments, November 2019 Summaries of recent legislation, cases, and other legal matters of interest to corporate law practitioners.
Guide to Collecting Personal Information Under the California Consumer Privacy Act of 2018 By Donata Kalnenaite Corporate Law Departments, November 2019 A guide to help attorneys understand how their clients can collect the personal information of Client consumers through their websites while remaining in compliance with the California Consumer Privacy Act.
ISBA’s Corporate Law Departments legal minutes: Winter-spring 2019 By Mark A. Spognardi Corporate Law Departments, May 2019 Legal updates and case summaries of interest.
2019 U.S. Supreme Court labor and employment docket By Mark Anthony Spognardi Corporate Law Departments, February 2019 The U.S. Supreme Court is considering several important labor and employment cases in 2019.
Illinois Supreme Court upholds BIPA technical violations By Mark Anthony Spognardi Corporate Law Departments, February 2019 The Supreme Court of Illinois recently held that private entities can be held liable for monetary damages for technical violations of the Illinois Biometric Information Privacy Act.
Non-party response to subpoena for protected health information By R. Stephen Scott Corporate Law Departments, February 2019 If you represent, or you are a covered entity under the Health Insurance Portability and Accountability Act of 1996, you may find a party to litigation issues a subpoena for protected health information from your non-party client and wonder whether your client has any duty to respond.
Warning: Illinois Human Rights Act has new posting requirement By Mark Anthony Spognardi Corporate Law Departments, February 2019 An overview of how amendments to the Illinois Human Rights Act will affect employers.
Five tips for drafting privacy policies By Donata Kalnenaite, Esq. Corporate Law Departments, December 2017 If a website owner walks through your office door and requests that you draft a privacy policy, would you be able to help him or her?
Illinois Secure Choice Savings Program Act By Bernard G. Peter Business Advice and Financial Planning, October 2017 An overview of this Act, which requires most employers in Illinois to offer a retirement program or provide employees a payroll deposit retirement savings arrangement provided for by the Act as of July 1, 2017.
Illinois Secure Choice Savings Program Act By Bernard G. Peter Employee Benefits, September 2017 An overview of this Act, which requires most employers in Illinois to offer a retirement program or provide employees a payroll deposit retirement savings arrangement provided for by the Act as of July 1, 2017.
Piercing the entity veil: Vertical and horizontal; and the award of attorney fees in a case of first impression By Ariel Cutts & Charles W. Murdock Business and Securities Law, September 2017 In Steiner Elec. Co. v. Maniscalco, the court determined that a provision in the credit agreement between Steiner and Delta, the judgment debtor, was broad enough to encompass post-judgment attorney fees incurred in the subsequent veil-piercing action.
Illinois Secure Choice Savings Program Act By Bernard G. Peter Corporate Law Departments, August 2017 An overview of this Act, which requires most employers in Illinois to offer a retirement program or provide employees a payroll deposit retirement savings arrangement provided for by the Act as of July 1, 2017.
An initial call for more enhanced UDRP By Colin T.J. O’Brien Corporate Law Departments, August 2017 Since its launch on December 1, 1999, the Uniform Domain-Name Dispute-Resolution Policy (“UDRP”) has been an effective tool to quickly remove domain names which infringe upon the trademark rights of others on the Internet.
Reminder: U.S. Citizenship and Immigration Services’ new digital form I-9 has taken effect By Jacob Hogg & Rebecca Mancini International and Immigration Law, May 2017 Employer representatives overseeing the employment eligibility and verification process must ensure that the new Form I-9 with the revision date of Nov. 14, 2016 is used for all new hires going forward.
USCIS to suspend premium processing service beginning April 3 By Rebecca Mancini & Jacob Hogg International and Immigration Law, May 2017 USCIS indicated that the temporary suspension will help them reduce overall H-1B processing times and to prioritize adjudication of pending petitions in a backlog. It is anticipated that the suspension will last for up to six months.
President Trump issues updated immigration order By Jacob Hogg & Rebecca Mancini Corporate Law Departments, March 2017 Foreign national employees who are from one of the listed countries should refrain from international travel for the duration of the ban – until June 14, 2017, or until further notice.
Reminder: U.S. Citizenship and Immigration Services’ new digital form I-9 has taken effect By Jacob Hogg & Rebecca Mancini Corporate Law Departments, March 2017 Employer representatives overseeing the employment eligibility and verification process must ensure that the new Form I-9 with the revision date of Nov. 14, 2016 is used for all new hires going forward.
USCIS to suspend premium processing service beginning April 3 By Rebecca Mancini & Jacob Hogg Corporate Law Departments, March 2017 USCIS indicated that the temporary suspension will help them reduce overall H-1B processing times and to prioritize adjudication of pending petitions in a backlog. It is anticipated that the suspension will last for up to six months.
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 & 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 & 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.

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