Business Advice and Financial Planning

Former minority shareholders of corporation sued a corporation's majority and controlling shareholder, alleging they abused their position as majority shareholders in way that violated minority shareholders' rights, so their interests were not fairly represented in merger and sale. Subsection 13(G) of Securities Law does not provide retrospective right of rescission to any party, including to sellers of securities such as plaintiffs. Three-year limitations period in Section 13(D) of Illinois Securities Law does not apply to Plaintiffs' claims, as Section 13 does not concern retroactive common law damages claims for breach of fiduciary duty brought by sellers of securities in general, or minority shareholders in particular.

(Court opinion corrected 3/30/10.) RV sales company sued Airstream for violations of Motor Vehicle Franchise Act and Franchise Disclosure Act, based on Airstream having located another Airstream franchise 90 miles away, in Bolingbrook, IL. Statute limits "relevant market area" to 15 mile radius from its principal location in Iroquois Co., and prohibits only certain types of conduct, and no changes in parties' agreement substantially changed sales company's service obligations or capital requirements. Thus, summary judgment properly granted. (Dissent filed.)