Business and Securities Law Forum

The newsletter of the ISBA’s Section on Business and Securities Law

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2006 Articles

The fiduciary duty of a shareholder: Hagshenas, Dowell and related amendments to the Illinois Business Corporation Act By Tracy J. Nugent April 2006 The fiduciary duty of officers and directors to the corporations they serve is well settled. Illinois courts have found that in certain situations shareholders of closely held corporations owe this fiduciary duty as well.
Fontana v. TLD Builders, Inc.—A primer on piercing the corporate veil By Charles W. Murdock November 2006 In a case of first impression in Illinois, the Second District, in Fontana v. TLD Builders, Inc., held that a non-shareholder can be held liable when the corporate veil of a for-profit corporation is pierced.
Owners and operators of ATMs take notice or pay the price for Automated Terrible Misfortune By Adam C. Toosley, A. Jay Goldstein, & Denean K. Sturino January 2006 The banking industry, not unlike every other major industry in the world, has steadily progressed into becoming a virtual electronic industry.
Parent corporation liability for acts of its subsidiary By Charles W. Murdock June 2006 When we think of the potential liability of a parent corporation for the acts of its subsidiary, we normally think of the situation in which the corporate veil of a subsidiary is sought to be pierced in order to hold the parent liable.
Planning for business disputes and financial difficulties: Asset protection for shareholders By Robert C. Knuepfer & David F. Rolewick June 2006 The topic of “Asset Protection” has become a “hot item” in estate and business planning literature in recent years, fueled by the failure of publicly traded companies, shareholder actions against officers and directors and S.E.C. actions against officers and directors of publicly traded companies as well as the ever present willingness of members of our society to blame others for their misfortune and to find attorneys willing to litigate the point.
Series LLCs By Ethel Spyratos April 2006 If asset protection is important for your clients’ business, series LLCs may be an entity organization option to consider.
The Supreme Court’s decisions in Arthur Andersen and Dura Pharmaceuticals By Ben Bartels & Charles W. Murdock January 2006 In Arthur Andersen LLP v. United States, 125 S.Ct. 2129, a unanimous Supreme Court overturned an obstruction of justice conviction for Enron’s chief auditor, Arthur Andersen.
When representing more clients can actually result in less legal fees: Avoiding multiple representations can save hours of grief, unnecessary costs and challenges to your law license By A. Jay Goldstein & Erin L. Dunn November 2006 A corporate attorney should avoid getting into a professional dilemma by following a simple rule: KNOW YOUR CLIENT.