The Corporate Lawyer

The newsletter of the ISBA’s Corporate Law Departments Section

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2025 Articles

Become an Illinois Bar Foundation Champion By Jessica R. Durkin December 2025 At least twice a year at ISBA Annual and Midyear Meetings, we are pitched by colleagues and the Illinois Bar Foundation to become a “Champion.” But what is a Champion really, and what’s in it for us?
Change Is Stirring at the Equal Employment Opportunity Commission By Rachel E. Bossard & Christopher E. Kentra April 2025 Shortly after the inauguration, the U.S. Equal Employment Opportunity Commission announced that President Donald J. Trump had named Commissioner Andrea R. Lucas Acting Chair of the EEOC. Lucas has served as an EEOC Commissioner since 2020, after being nominated by President Trump during his first term. During her tenure on the Commission, Lucas has written frequently about her views on challenging and emerging issues in employment and civil rights law, and to address what she believes are common misunderstandings about the law.
D.C. Circuit Court Upholds Ruling That Proxy Voting Advice Is Not Solicitation By Nathaniel Segal, Jacob C. Tiedt, Mark A. Quade, & Jake W. Wiesen November 2025 On July 1, 2025, the U.S. Court of Appeals for the District of Columbia Circuit upheld the February 23, 2024 judgment of the U.S. District Court for the District of Columbia that proxy voting advice does not constitute “solicitation” for purposes of Section 14(a) of the Securities Exchange Act of 1934 and related proxy rules. 
E-Tailer Beware: The Seventh Circuit Clarifies the Framework for Enforceability of Digital E-Commerce Agreements By Daniel H. Shulman & Krishna Akarapu April 2025 The Seventh Circuit engages in an in-depth analysis of online agreements, providing specific guidelines for what makes an online agreement enforceable.
Enforceability of Non-Compete Agreements in Illinois By Ariana Thao & Lawrence Stark June 2025 Non-compete agreements between employers and employees are enforceable in Illinois under the Illinois Freedom to Work Act (IFWA), but only under specific conditions. As of January 1, 2022, such agreements are restricted based on employee salary (minimum $75,000/year), employment conditions (e.g., not enforceable against those laid off due to COVID-19-like events unless certain payments are made), and employee categories (e.g., union members or most construction workers are excluded).
Executive Orders, Department Memoranda, Hyperbole, Administrative Preferences, and Aspirational, Reasonable or Necessary Regulations and Actions—2025 By William J. Anaya May 2025 A breakdown of the Trump Administration's revisions to environmental law of interest to practitioners.
Illinois Extends Time for Filing Discrimination Claims Under Illinois Human Rights Act From 300 Days to 2 Years By Ronald S. Langacker August 2025 On August 9, 2024, Governor Pritzker signed into law legislation that extends the deadline to file an administrative charge based upon employment discrimination, harassment, or retaliation with the IDHR from 300 days to 2 years. The law took effect on January 1, 2025.
Illinois Increases Maximum Civil Penalties for Environmental Violations By Melissa Brown & Michael Scott September 2025 A summary of the new legislation that increases the maximum civil penalty amounts for violations under the Illinois Environmental Protection Act. 
Introduction to the Illinois Franchise Tax and Its Importance to Your Company By Jordan Goodman & Jesse Feinstein March 2025 The Illinois Franchise Tax is an extremely complex tax that places unique burdens on corporations conducting business in Illinois. Based on our experience, many corporations incorrectly calculate their obligations, leading to the over or underpayment of their tax liabilities. Neither of these scenarios is desirable, and as such, this article is designed to familiarize you with the basics of the Franchise Tax and reveal a few common problems we at Kilpatrick have identified and resolved over the years.
ISBA 2025 Solo and Small Firm Conference Photos November 2025 The Illinois State Bar Association hosted the 2025 Solo and Small Firm Conference: The Innovative Lawyer: Smart Strategies for Small Firms in the Age of AI on September 25–26 at the Embassy Suites in Naperville, IL.
Items of Note January 2025 The Corporate Law Departments Section is planning a social gathering during the Annual Meeting in Lincolnshire on June 5 and 6 and a brief update on the JCAR Flinn Report.
Join Us at the ISBA & IJA Midyear Meeting—a Taste of What’s Ahead By Ted M. Niemann December 2025 The Joint Midyear Meeting, hosted by the Illinois State Bar Association and the Illinois Judges Association, is a can't-miss event, offering CLE programs on democracy preservation and the ethical use of AI; a Member Appreciation Reception featuring Glow Bingo and prizes; the Illinois Bar Foundation for the Champions Breakfast; the IJA/ISBA Joint Midyear Meeting Luncheon; and a Holiday Reception honoring the Supreme Court of Illinois. Register today! 
LAWPAC Needs You! January 2025 The Illinois Lawyers’ Political Action Committee (LAWPAC) needs your help to fulfill its mission to support the legislative goals of the ISBA and Illinois’ legal community.
Legal and Regulatory Issues That Corporate Law Departments Should Monitor During the Remainder of 2025 By Junaid Zubairi, Brooke Conner, & Paris Mayfield July 2025 This article explores the guidance from key government agencies, including the Securities and Exchange Commission (SEC), the Public Company Accounting Oversight Board (PCAOB), and the Department of Justice (DOJ), on what corporate law departments can expect for the rest of the year.
Legal Issues That Corporate Law Departments Should Monitor During the First Half of 2025 By James P. Looby, Michael R. Mulcahy, Michelle T. Olson, Liz J. Baxter, Michael D. Considine, Ariel M. Kelly, Alec E. Lybik, Jake W. Wiesen, Jack Goold, & Jade E. Hannan January 2025 This article discusses recent important developments in the areas of employment law, corporate disclosure requirements, Securities Exchange Commission examination priorities, and letter of credit sanctions that in-house counsel should assess and consider during the first half of 2025.
“Lost Time” Ruled Sufficient Harm for Data Breach Claim To Proceed By Lawrence A. Manson December 2025 Olson v. Ferrara Candy Company, a June 25 Illinois appellate court ruling, while not in a health care context, expands data breach concerns and signals a need for health care organizations to review cybersecurity systems and consider enhancements.
Multi-Factor Authentication is No Longer Optional for Legal Professionals By Brandon P. Woudenberg April 2025 This article emphasizes that multi-factor authentication (MFA) is essential for legal professionals, not just a 'best practice.' It highlights the increasing cyber threats in the legal industry and the need for attorneys to protect clients' data. It offers simple MFA options and discusses the risks of not using this security feature. Ultimately, the minor inconvenience of setting up MFA is worthwhile for the protection it provides against data breaches, reputational damage, malpractice claims, and disciplinary issues.
New Amendments to the Illinois Workplace Transparency Act Will Provide Greater Protection to Employees By Michelle T. Olson & Ellie M Hemminger November 2025 On August 15, 2025, Illinois Governor JB Pritzker signed House Bill 3638 into law, amending the Illinois Workplace Transparency Act (the “IWTA” or the “Act”) to provide enhanced protection for Illinois employees who enter into employment, termination or settlement agreements with their employers. Learn more about how this impacts employers. 
New Lawsuit Highlights Concerns About AI Notetakers: 7 Steps Businesses Should Take By Danielle M. Kays December 2025 Learn more about the 7 steps your business can take to avoid legal and compliance risks that may come with the usage of AI notetaker programs and apps. 
New Workplace Laws in 2025: What Employers Need to Know By Lindsay Dreis May 2025 Illinois has passed several new laws and made significant amendments to its key statutes governing employment that have gone into effect as of January 1, 2025. These modifications largely provide employees with broader protections and the ability to access documents concerning their employment as well as place more transparency requirements on employers.
One Big Beautiful Bill Act By Aaron D. Evans August 2025 This article discusses the 2025 One Big Beautiful Bill Act, including tax cuts, increased basic exclusion amount, SALT limitations, tax-deferred investment accounts, 529 plans, limitations on charitable deductions, and Pease limitations. 
One Big Beautiful Bill Act: Considerations for Charitable Planning By Philip M. Purcell September 2025 A look at provisions of the One Big Beautiful Bill Act (OBBBA) and how this Act impacts income tax, estate tax, and other miscellaneous changes. 
Proposed Revision to IBCA Allowing Easier Removal of Cumulative Voting By Margo Hablutzel, J.D., LLM, CISSP March 2025 In its March meeting, the Corporate Law Departments Section Council considered proposals before the Illinois Legislature to eliminate the requirement that Illinois corporations chartered before July 1, 1971, obtain the unanimous consent of shareholders before eliminating cumulative voting. Currently, those companies can only eliminate cumulative voting for directors by a unanimous vote of shareholders, unlike other charter amendments that can be accomplished by a two-thirds majority. The reason this is specific to companies incorporated in Illinois before that date is not only due to the terms of the Illinois Business Corporation Act, but also to the Illinois Constitution. 
Recent False Claims Act Cases Show Trump Administration’s Continued Focus on International Customs and Trade Fraud By Jay Schleppenbach August 2025 International trade has continually been in the news during President Trump’s second administration. From the imposition of tariffs on automobiles and their component parts to the broad reciprocal tariffs announced on Liberation Day and discussions of tariffs on foreign-made films, it is safe to say the landscape of international trade has continually shifted. Beyond these more dramatic moves on the international stage, however, there have been perhaps less visible but no less important signs that the Trump administration is prioritizing compliance with the nation’s customs and trade laws.
Reproductive Health Decisions Are Now Protected Under the Illinois Human Rights Act By Olga Beznashchuk December 2025 A brief survey of the historical journey of the Illinois Human Rights Act and subsequent legislation that offers protections for gender, sexual orientation, reproductive healthcare, and more. 
Responding To Work-From-Home Accommodation Requests in a Post-Covid Environment By Josh Heidelman September 2025 In the wake of the pandemic, it may be more difficult for employers to argue remote work is not a reasonable accommodation. Learn more about developing case law on the topic and steps employers can take to strengthen their positions in court. 
Rural Illinois Data Center Boom: Landowners, Are You Ready? By Ruth Robinson May 2025 Tech companies, including Meta, are pressing into unexpected parts of the country, on the hunt for huge swaths of flat land that have access to natural gas and transmission lines. Sleepy parts of Illinois, with large tracts of farmland that have nearby infrastructure to support the huge electricity demand that data centers require, are being shopped right now. The boom is on.
Summary of Issues Which Could Affect Your Health and Welfare Plan(s) By Bernard G. Peter June 2025 The article outlines several important compliance and legal updates affecting employer-sponsored health plans.
Supreme Court Eases the Burden for Proving Reverse Discrimination Claims By Rachel E. Bossard & Christine Eduardo June 2025 On June 5, 2025, the U.S. Supreme Court unanimously ruled that reverse discrimination claims under Title VII are held to the same standard as other discrimination claims. The Court found that plaintiffs like Marlean Ames, a heterosexual woman, don’t need to show special “background circumstances” to prove bias. This decision clarifies that Title VII protects all individuals equally, regardless of majority or minority status.
Upcoming CLE Programs of Special Interest To In-House Counsel By Margo Lynn Hablutzel, J.D. November 2025 Earn CLE credits with two upcoming CLE programs that address intellectual property, including brand strategy, trademarks, and reputation for in-house counsel; and copyright and AI.