Business and Securities Law Forum

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

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2008 Articles

Business entity selection at a glance By Alan R. Singleton February 2008 What type of business is right for your client? Use this handy table to find out.
A business planning guide to successor liability laws, part 1 By Janette M. Lohman December 2008 Before a purchaser buys either all or substantially all of the assets or stock of a business, the purchaser needs to ensure that it is not also acquiring that business’ old tax troubles.
Decision explains policy as to enforcement of restrictive covenants in employment agreements By Howard Z. Gopman August 2008 In Brown and Brown, Inc. v. Patrick, Mudron and Cornolo and Thompson, Ltd. and Gunderson (Brown), 379 Ill. App.3d 724, 887 N.E.2d 437, 2008 WL 681848, 27 IER Cases 539, Ill.App. 3 Dist., March 11, 2008 (NO. 3-06-0908), the Third District Appellate Court made some interesting comments relative to the enforcement of restrictive employment covenants in affirming a summary judgment in favor of the employee.
Intellectual property protection at a glance By Alan R. Singleton February 2008 Compare the different forms of intellectual property protection from this handy reference chart.
A look at the Illinois Employee Classification Act By Markus May February 2008 The Illinois Employee Classification Act (“Act”) became effective on January 1, 2008. 820 ILCS 185/1 et.seq.
Negotiating separation agreements By Michael R. Lied January 2008 Employers frequently seek to avoid or resolve litigation related to terminating an employee by having the other party sign a release or waiver.
A primer on pleading securities fraud under PLSRA: the Seventh Circuit’s decision in Tellabs By Charles W. Murdock April 2008 The breath and clarity of the opinion in Makor Issues & Rights, LTD v. Tellabs, Inc. provide a clinic on the effect of PLSRA from the perspective of the requirements to plead securities fraud.
Property and polity issues By Brent H. Gwillim & J. Meinen April 2008 This article pertains to the approach that the Illinois Courts have taken with regard to property disputes between a national church and a local church which is part of the national organization.
Remarks from the Chair By William A. Price February 2008 Illinois often follows the work of the National Conference of Commissioners on Uniform State Laws (NCCUSL) (Web site www.nccusl.org) in considering whether we need new laws to simplify and codify rules for corporation, business, and securities issues.
Remarks from the Chair By William A. Price January 2008 This year’s Corporation, Securities, and Business Law program of work is focused on member education.
Secondary actor liability for securities law violations By Tanya Solov June 2008 In claims alleging securities fraud, “secondary actors” often include officers, directors, accountants, bankers, attorneys, vendors, and underwriters.
Seventh Circuit overturns arbitration decision based on failure to specifically adhere to state substantive law By Howard Z. Gopman April 2008 In Edstrom Industries, Inc. v. Companion Life Insurance Company the Seventh Circuit Court of Appeals took the unusual step of overturning an arbitrator’s decision on the basis that the arbitrator failed to apply specific substantive law.
Should your LLC make an S election to save on social security and Medicare taxes? By Tracy J. Nugent December 2008 Many factors are relevant in making the decision to elect S corporation tax status for an LLC, including whether the LLC qualifies to make the election, whether the LLC is likely to own, sell or refinance appreciating property, obtaining basis for loans to the LLC, the ability to adjust the LLC’s basis in it assets, and whether special allocations of income and expense items may be involved.
The threat is real—The fight for limited liability in Illinois By Derek P. Usman April 2008 The statutory provisions providing limited liability to shareholders of Illinois business entities were undermined recently when the Illinois Supreme Court endorsed “direct participation” as a viable theory of tort liability under Illinois law
Using e-mail to create a contract By Michael R. Lied August 2008 There are a lot of ways to create a contract. Not surprisingly, courts are now beginning to find that an exchange of e-mails can be sufficient.
What your company doesn’t know can kill it: The truncation requirements of the Fair and Accurate Credit Transactions Act of 2003 By Lee Christoff August 2008 Many companies in Illinois face potentially bankrupting liability for failure to comply with an obscure provision of the Fair Credit Reporting Act.