Section Newsletters

Articles on Corporate Law

Seventh Circuit addresses diversity jurisdiction when defendant is a member corporation By Michael Todd Scott Corporate Law Departments, December 2000 In CCC Info. Services, Inc. v. American Salvage Pool Association (ASPA), Nos. 99-3393 & 99-3565 (7th Cir. Sept. 22, 2000) the court addressed the issue of diversity jurisdiction over member corporations.
10th Circuit explains Kolstad requirements for defending Title VII actions in Cadena v. The Pacesetter Corporation, (10th Cir. 2000) By Michael Todd Scott Corporate Law Departments, November 2000 In July 1996, Pacesetter, a home improvement company which sells windows, siding, doors, and cabinets, hired Cadena to work as a telemarketer.
Corporate compliance/voluntary disclosure or “how to keep your corporate board and officers out of jail and reduce civil judgment exposure” Corporate Law Departments, November 2000 Illinois State Bar Association Corporate Law Departments ("CLD") Section and American Corporate Counsel Association Chicago Chapter ("ACCA") Continuing Legal Education Program Where: The Drake Hotel, 140 E. Walton Pl., Chicago, IL, When: Friday January 19, 2001. 7:45am - 4:30pm Cost: Prior to October 31, 2000: $120 per person for non-ISBA or non-ACCA members
Ninth Circuit rules that government attorneys can speak ex parte with employees of represented companies when the employee initiates the communications. By Michael Todd Scott Corporate Law Departments, November 2000   In USA v TALAO, (9th Cir., Aug. 23, 2000), Talao owed a construction company (SLGC). In 1996, several of SLGC employees filed a complaint with the U.S. DOL alleging that SLGC did not pay the prevailing wage, required them to kickback a portion of their wages, and made false statements to the government regarding the wages earned and hours worked by the employees.
UCITA is coming! UCITA is coming! (One if by land, two if by C) By Eugene F. Friedman Corporate Law Departments, November 2000 The Illinois General Assembly has recently witnessed the introduction of the Uniform Computer Information Transfer Act ("UCITA"), 1999 Illinois Senate Bill 1309.
D.C. circuit strikes down U.S. EPA’s periodic monitoring guidance By Eric E. Boyd Corporate Law Departments, October 2000   In Appalachian Power Company, et al. v. EPA, the U.S. Court of Appeals for the D.C. Circuit struck down the U.S. EPA's periodic monitoring guidance. The court found that the Agency promulgated the guidance without following proper rulemaking requirements.
Does UPL by in-house counsel really waiver the attorney-client privilege? Corporate Law Departments, October 2000   In the June 2000 issue of The Corporate Lawyer, we ran an article entitledUnauthorized Practice of Law and In-house Counsel. That article stated that "many in-house counsel are grappling with the fear that engaging in the unauthorized practice of law may put their client at risk of losing attorney-client privilege arguments during litigation."
Illinois expands admissibility for expert testimony on causation By Dixie Lee Peterson Corporate Law Departments, October 2000 Four families sued Central Illinois Public Service Corporation in Illinois state court for nuisance and negligence. After an extended trial, the jury awarded the families a total of $3.2 million to compensate them for their small children developing a cancerous condition known as neuroblastoma.
Ninth Circuit Court of Appeals holds California district court has specific jurisdiction because defendant invoked NSI’s dispute resolution process against California corporation. By Michael Todd Scott Corporate Law Departments, October 2000   On August 18, 2000 the Ninth Circuit decided the case of Bancroft & Masters, Inc. v. Augusta National Inc. Plaintiff, Bancroft & Masters, Inc. (hereinafter "B&M"), is a California company that sells computer products and services in California.
Citizens’ suits are alive and well By Dixie Lee Peterson & Thomas D. Dupo Corporate Law Departments, September 2000 Until 1972, water pollution was regulated by looking at the quality of the receiving stream, not the source of the discharges. In enacting the Clean Water Act ("CWA"), Congress shifted the focus from water quality standards to direct limitations on the discharge of pollutants into the receiving waters.
Electronic signatures: John Hancock won’t be forgotten anytime soon By Jon Wallack & Eric Handler Corporate Law Departments, September 2000 Will your children know the name John Hancock? Ever since he signed the Declaration of Independence, Hancock's name has been synonymous with ink signatures.
Report from the chair Corporate Law Departments, September 2000 The planning for the CLD's January, 2001 Corporate Compliance CLE has been completed and the advertising has started (http://www.isba.org/Sections/Corplaw/cld.html).
Workplace violence—practical and legal issues and answers By Seyfarth Shaw Corporate Law Departments, September 2000 You are the Human Resources vice president for your company. A division manager reports that an employee on the first shift has been acting very strangely and recently threatened to "blow his supervisor away."
The darker side of corporate compliance programs: A wolf in sheep’s clothing? By Jim McGrath Corporate Law Departments, August 2000 The federal sentencing guidelines provide reduced sentences for corporations with effective corporate compliance programs.
Federal ADEA litigation just became easier for the petitioner under Reeves v. Sanderson Plumbing, Inc.: prima facie case plus pretext usually wins By Jeffrey D. Lester Corporate Law Departments, August 2000 A recent Supreme Court unanimously agreed that direct evidence of age discrimination in addition to proving pretext on the part of the employer is not necessary to sustain a claim of discrimination in a disciplinary firing, at least not in reference to the Age Discrimination in Employment Act of 1967 (ADEA).
An in-house counsel’s guide to the destruction of records By Michael Todd Scott Corporate Law Departments, July 2000 Every business has information that requires destruction. Some of this information is confidential and would be of interest to competitors, such as customer lists, price lists, sales statistics, drafts of bids and correspondence.
Subject index to substantive articles in Volumes 36 and 37 of The Corporate Lawyer Corporate Law Departments, July 2000 Benefits Meeting the challenge of cash balance pension transactions By Eric Lofgren and Kyle Brown, Vol. 37, No. 3 (Dec. 1999) Supreme Court rules in COBRA case involving dual coverage By Kathleen S. Rosenow, Vol. 36, No. 1 (Oct. 1998) Civil procedure and evidence Seventh Circuit holds that an employee can be liable for a corporation's discovery abuse By Michael Todd Scott, Vol. 37, No. 3 (Dec. 1999)
U.S. Supreme Court rules that blanket primary elections are unconstitutional By Michael Todd Scott Corporate Law Departments, July 2000 In 1996, California votes adopted Proposition 198 which changed the State's partisan primary election from a "closed" primary to a "blanket" primary.
The Complete Guide to Mergers and Acquisitions Corporate Law Departments, June 2000 Although there are a record number of mergers and acquisitions taking place, far too many fall short of their financial and strategic goals.
Letter from the editor Corporate Law Departments, June 2000   Have you ever wanted to be a published writer? If so, The Corporate Lawyerhas the perfect opportunity for you. We are looking for people interested in writing articles for future issues of The Corporate Lawyer.
Merger integration: the ultimate change-management challenge By Timothy Galpin & Mark Herndon Corporate Law Departments, June 2000 After a long string of twelve- to fifteen-hour days, at the depths of a merger integration process, the executive leading the project confided in us: "This is quite possibly the most complex 'simple' process I've ever seen."
Supreme Court of California rules that corporation can recover fees for in-house counsel By Michael Todd Scott Corporate Law Departments, June 2000   On May 8, 2000 the Supreme Court of California held that a corporation that is represented by in-house counsel may recover attorney fees under Civil Code § 1717. The case is PLCM v. Drexler, and can be found on the Web at: http://caselaw.findlaw.com/data2/californiastatecases/S080201.PDF.
Civil conspiracy—alive and well in Illinois By Frank M. Grenard Corporate Law Departments, May 2000 The Civil Conspiracy theory as it relates to corporate interactions is a mixture of criminal law, antitrust principals and a mistrust of trade information sharing
Fifth District holds that corporation not liable for employee’s alienation-of-affection actions By Michael Todd Scott Corporate Law Departments, May 2000 In Hargan v. Southwestern Electric Cooperative, Inc., No. 5-99-0010 (5th Dist. 3/2/00), the plaintiff appealed from the trial court's dismissal of his second amended complaint for alienation of affection. The Fifth District affirmed.
Illinois Appellate Court holds that Consumer Fraud Statute does not apply to non-Illinois consumers By Michael Todd Scott Corporate Law Departments, May 2000 In Oliveira v. Amoco Oil Co., No 4-98-0199 (4th Dist, 2/9/00), the plaintiff filed a complaint against Amoco seeking certification of a nationwide class of all purchasers of Amoco premium gasoline.
U.S. Supreme Court holds, per curiam, that 28 U.S.C. 1367 overrules Zahn v. International Paper Co. By Michael Todd Scott Corporate Law Departments, May 2000 Ever since Congress passed the Judicial Improvements Act of 1990, the issue of whether the new 28 U.S.C. 1367 overruled Zahn v. International Paper Co., 414 U.S. 291 (1973), has been debated by commentators and courts alike. 
7th Circuit rejects the “magic-words” approach when determining whether a Rule 68 offer is unambiguous By Michael Todd Scott Corporate Law Departments, February 2000 In Norby v. Anchor Hocking Packaging Company, 98-4161 & 99-1146 (Dec. 2, 1999), a suit was filed by a sales representative for breach of contract and statutory violations.
Complying with the State Gift Ban Act By Thomas R. Bearrows Corporate Law Departments, February 2000 The State Gift Ban Act became effective January 1, 1999. Its primary focus is to prevent persons inside state government and related entities from being influenced improperly by those outside state government (i.e., private industry). 
Ten tips for e-businesses By Diana J.P. McKenzie Corporate Law Departments, February 2000 As Internet startups have demonstrated to brick-and-mortar businesses, there is money to be made in e-commerce.
Meeting the challenge of cash balance pension transitions By Eric P. Lofgren & Kyle Brown Corporate Law Departments, December 1999 Much of the recent media and political attention aimed at cash balance pension plans (cash balance plans) has focused primarily on transition issues.

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