Section Newsletters

Articles on business and securities law

Dreger v. Dolan Allows Minority Owners in Cannabis Industry to Obtain TRO Relief Because the ‘Unique’ Nature of the Industry May Not Provide Damaged Owners an Adequate Remedy at Law By Michael R. Karnuth Business and Securities Law, January 2020 A summary of Dreger v. Dolan, which looks at cannabis-related business disputes.
Hospital and Other Property Tax Exemption Decisions Since Oswald v. Hamer By William A. Price Business and Securities Law, January 2020 The Illinois Supreme Court's 2018 decision in Oswald v. Hamer upheld the constitutionality of section 15-86 of the Property Tax Code.
Tenth Circuit Affirms SEC Sanctions on Investment Advisor for Conflicts of Interest By John R. Schleppenbach Business and Securities Law, January 2020 In Malouf v. Securities & Exchange Commission, the court affirmed the SEC’s finding that an investment advisor’s failure to disclose conflicts of interest or correct his firm’s statements denying the existence of such conflicts had violated the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act, and related rules.
Federal Taxation of Long-Term Care Insurance By Thomas J. Pearson Business and Securities Law, October 2019 A step-by-step explanation of the tax treatment of long-term care insurance plans for both employers and employees.
Insider Trading Update By Prof. Charles W. Murdock Business and Securities Law, 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 Business and Securities Law, October 2019 In House v. Akorn, Inc., the court employed a rigorous analysis to reject a disclosure-only settlement of merger litigation.
Stock and Similar Plans By William A. Price Business and Securities Law, 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 Business and Securities Law, May 2019 An overview of the definitions of investor types and Illinois securities laws and rules.
Illinois appellate court discusses applicability of corporate survival statute to claims brought by transferees of debt from dissolved corporations By Samuel Neschis Business and Securities Law, 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.
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 Business and Securities Law, 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 Business and Securities Law, 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.
Amendment to the Limited Liability Company Act provides new buyout remedy By Samuel Neschis Business and Securities Law, December 2018 An amendment to the Limited Liability Company Act that became effective on July 1, 2017, provided a new right to limited liability company members, dissociated members, and transferees of distributional interests to petition a court for an order requiring that their interests be purchased under certain circumstances.
Groves v. Walsh Construction confirms successor liability not triggered when former controlling owner repurchases assets after a “leadership break” during which he had minimal ownership and management involvement By Michael R. Karnuth Business and Securities Law, December 2018 In The Groves of Palatine Condominium Ass’n v. Walsh Construction Co., the appellate court affirmed dismissal of a third-party complaint on grounds that an LLC was not the continuation of the predecessor corporation for purposes of successor liability.
Mergers & Acquisitions Corner: Tales from the trenches By Markus May Business and Securities Law, November 2018 The mergers and acquisitions world is one in which you are always learning new ways to try to get deals done.
Which subsidiary would you choose? By Elizabeth A. Tracy Business and Securities Law, November 2018 An analysis of the potential benefits and downsides of the subsidiary entity.
Case comments By Ethel Sypratos Business and Securities Law, December 2002 Whether the Industrial Commission acts outside its statutory authority when it pierces the corporate veil and imposes liability on the stockholders when a company does not pay an award.
The trouble-shooter’s checklist By Donna J. Cunningham Business and Securities Law, July 2002 This checklist is meant to list those non-tax factors that most often lead to trouble, disagreement, or failure of the business.
Illinois Secretary of State announces new services in its Chicago office Business and Securities Law, May 2002 Please note that the Illinois Secretary of State is now accepting filings in its Chicago office on an expedited basis of the following documents
IRS rewards whistle blowers to snitch on tax cheats— Ex-employers beware! By A. Jay Goldstein & Shannon M. Gomery Business and Securities Law, May 2002 Whoever said that revenge does not pay is unaware that the Internal Revenue Service (IRS) encourages tax informants
A chip off the ole’ block— a comparative analysis of the Illinois Environmental Protection Act and CERCLA By Matthew J. Cozzi Business and Securities Law, February 2002 Many landowners, former owners, prospective purchasers and operators of potentially contaminated property in Illinois tread lightly (or, perhaps, should) in fear of liability under the broad umbrella of the Comprehensive Environmental Response, Compensation and Liability Act, commonly known as CERCLA.
Sample client advice letter: structuring an individual medical practice to minimize tax and reduce asset exposure to liability claims By William A. Price Business and Securities Law, February 2002 I recently had occasion to counsel a physician interested in purchasing an Illinois medical practice, along with the building and medical laboratory facilities used by the practice.
Beware of the “bulk sales” provisions for business assets in the Illinois tax statutes By James Van Vliet Business and Securities Law, December 2001 Sellers, buyers and other transferees of assets of businesses in Illinois, and their attorneys, need to be aware of the so-called "bulk sales" provisions in the Illinois tax statutes.
Do charitable organizations have a safe haven from general real estate taxes? By Brent H. Gwillim Business and Securities Law, December 2001 The Illinois statute 35 ILCS 200/15-65, entitled "Charitable Purposes" provides that facilities for the aged shall be exempt from real estate taxes when the premises are actually and exclusively used for charitable or beneficial purposes, and not leased or otherwise used with a view to profit.
From the chair’s corner Business and Securities Law, December 2001 I have been both honored and privileged to have been appointed as the current chair of the section council and to have served on the section council for a number of years.
Major brokerage firms propose hollow solutions for research analyst conflict of interests By Andrew J. Stoltmann & Thomas A. Hargett Business and Securities Law, December 2001 In the last three months, brokerage firm research departments have come under intense scrutiny for alleged undisclosed conflict of interests.
BusinessLaw Flashpoints℠ May, 2001 By Donna J. Cunningham Business and Securities Law, June 2001 Taxpayers' loan participation agreement with bank for a loan to their Sub-S Corporation was correctly treated as a guarantee, denying taxpayers the ability to write off losses of Sub-S corporation to the extent of the loan participation agreement.
Computer disposal regulations for businesses By Ethel Spyratos Business and Securities Law, June 2001 Computer-based technology is advancing at an increasing rate, as a result, faster, more efficient computers are produced continually.
NASD outlines new online suitability obligations for brokerage firms By Andrew J. Stoltmann & Thomas A. Hargett Business and Securities Law, June 2001 On March 19, 2001, the National Association of Securities Dealers ("NASD") released Notice to Members 01-23 ("NTM 01-23").
Recent corporation, securities and business law section’s Law Ed Seriesprogram Business and Securities Law, June 2001 The Year 2001 Key Corporate Law Issues Law Ed Seriesprogram on May 11, 2001 was attended by more than 75 persons and was very well received.
BusinessLaw Flash Points℠ — April By Donna Cunningham Business and Securities Law, May 2001 During their marriage, husband named his new spouse (now Petitioner) as beneficiary under his employer's life insurance policy and pension plan.

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