Business and Securities Law Forum

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

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2019 Articles

Drafting tips for private security guard company contracts to protect property managers from third-party liability by limiting their ‘duties’ By Terence D. Brennan May 2019 When implementing a security plan and hiring security guards, property managers must weigh the benefits of enhanced security against the risks of liability.
Federal Taxation of Long-Term Care Insurance By Thomas J. Pearson October 2019 A step-by-step explanation of the tax treatment of long-term care insurance plans for both employers and employees.
Illinois appellate court discusses applicability of corporate survival statute to claims brought by transferees of debt from dissolved corporations By Samuel Neschis March 2019 In McGinley Partners, LLC v. Royalty Properties, LLC, the court affirmed that the Illinois Business Corporation Act's corporate survival statute is inapplicable to claims brought by transferees of debt of dissolved corporations where the debt is for a fixed, ascertainable amount.
Insider Trading Update By Prof. Charles W. Murdock October 2019 Recently, the U.S. Supreme Court grappled with the requirement that there needs to be a personal benefit to the tipper in order to hold the tippee liable in insider trading situations.
Northern District of Illinois Casts Doubt on Validity of Disclosure-Only Settlements in M&A Suits By John R. Schleppenbach October 2019 In House v. Akorn, Inc., the court employed a rigorous analysis to reject a disclosure-only settlement of merger litigation.
Second circuit affirms denial of insider trader’s habeas petition holding that the trader’s anticipation of maintaining a good relationship with the tippee was a sufficient benefit to support conviction By John R. Schleppenbach March 2019 Securities practitioners would do well to advise their clients that insiders who provide stock tips based on non-public information can be broadly penalized, even in the absence of money changing hands.
The slippery slope from professional conduct into misconduct in representing organization and their constituents in a slip-up By David F. Rolewick March 2019 When an owner of a closely held business decides to separate her ownership from co-owners, she inevitably seeks advice from the business’s lawyer—a critical juncture in the lawyer’s professional life.
Stock and Similar Plans By William A. Price October 2019 An outline of the tax-advantaged plans that can be used for key employee compensation, tax-deferred owner compensation, compensation for the whole business team, and incentive compensation under the Internal Revenue Code.
What ‘accredited investor’ or other investor definitions apply in exempt offerings rules? By William A. Price May 2019 An overview of the definitions of investor types and Illinois securities laws and rules.