Section Newsletters

Articles on Corporate Law

The Complete Guide to Mergers and Acquisitions Corporate Law Departments, June 2000 Although there are a record number of mergers and acquisitions taking place, far too many fall short of their financial and strategic goals.
Letter from the editor Corporate Law Departments, June 2000   Have you ever wanted to be a published writer? If so, The Corporate Lawyerhas the perfect opportunity for you. We are looking for people interested in writing articles for future issues of The Corporate Lawyer.
Merger integration: the ultimate change-management challenge By Timothy Galpin & Mark Herndon Corporate Law Departments, June 2000 After a long string of twelve- to fifteen-hour days, at the depths of a merger integration process, the executive leading the project confided in us: "This is quite possibly the most complex 'simple' process I've ever seen."
Supreme Court of California rules that corporation can recover fees for in-house counsel By Michael Todd Scott Corporate Law Departments, June 2000   On May 8, 2000 the Supreme Court of California held that a corporation that is represented by in-house counsel may recover attorney fees under Civil Code § 1717. The case is PLCM v. Drexler, and can be found on the Web at: http://caselaw.findlaw.com/data2/californiastatecases/S080201.PDF.
Civil conspiracy—alive and well in Illinois By Frank M. Grenard Corporate Law Departments, May 2000 The Civil Conspiracy theory as it relates to corporate interactions is a mixture of criminal law, antitrust principals and a mistrust of trade information sharing
Fifth District holds that corporation not liable for employee’s alienation-of-affection actions By Michael Todd Scott Corporate Law Departments, May 2000 In Hargan v. Southwestern Electric Cooperative, Inc., No. 5-99-0010 (5th Dist. 3/2/00), the plaintiff appealed from the trial court's dismissal of his second amended complaint for alienation of affection. The Fifth District affirmed.
Illinois Appellate Court holds that Consumer Fraud Statute does not apply to non-Illinois consumers By Michael Todd Scott Corporate Law Departments, May 2000 In Oliveira v. Amoco Oil Co., No 4-98-0199 (4th Dist, 2/9/00), the plaintiff filed a complaint against Amoco seeking certification of a nationwide class of all purchasers of Amoco premium gasoline.
U.S. Supreme Court holds, per curiam, that 28 U.S.C. 1367 overrules Zahn v. International Paper Co. By Michael Todd Scott Corporate Law Departments, May 2000 Ever since Congress passed the Judicial Improvements Act of 1990, the issue of whether the new 28 U.S.C. 1367 overruled Zahn v. International Paper Co., 414 U.S. 291 (1973), has been debated by commentators and courts alike. 
7th Circuit rejects the “magic-words” approach when determining whether a Rule 68 offer is unambiguous By Michael Todd Scott Corporate Law Departments, February 2000 In Norby v. Anchor Hocking Packaging Company, 98-4161 & 99-1146 (Dec. 2, 1999), a suit was filed by a sales representative for breach of contract and statutory violations.
Complying with the State Gift Ban Act By Thomas R. Bearrows Corporate Law Departments, February 2000 The State Gift Ban Act became effective January 1, 1999. Its primary focus is to prevent persons inside state government and related entities from being influenced improperly by those outside state government (i.e., private industry). 
Ten tips for e-businesses By Diana J.P. McKenzie Corporate Law Departments, February 2000 As Internet startups have demonstrated to brick-and-mortar businesses, there is money to be made in e-commerce.
Meeting the challenge of cash balance pension transitions By Eric P. Lofgren & Kyle Brown Corporate Law Departments, December 1999 Much of the recent media and political attention aimed at cash balance pension plans (cash balance plans) has focused primarily on transition issues.
Whether a second dismissal is “with prejudice” under the “two dismissal rule” of Fed. R. Civ. Pro. 41(a)(1) is to be determined when a third action is filed not by a rule 59(e) motion By Michael Todd Scott Corporate Law Departments, December 1999 In CSMC v. Boeing, No. 97-56439 (9th Cir., Sept. 27, 1999), CSMC filed suit against Boeing in U.S. District Court for the Central District of California. Later, CSMC filed an identical action in L.A. Superior Court.
11th Circuit holds that plaintiffs do not get choice of new trial when punitive damages are reduced under BMW v. Gore By Michael Todd Scott Corporate Law Departments, October 1999 In Johansen v. Combustion Engineering, Inc., 170 F.3d 1320 (11th Cir. 1999), plaintiffs sued the owner of a former mining site alleging that acidic water escaped from the site, damaging streams that ran through their properties.
Commencement of 30-day period to remove state court cases to federal district court commences with service of process, not earlier notices of the lawsuit By Gregory G. Thiess Corporate Law Departments, October 1999 In recent years a developing body of case law has suggested that the mandatory 30-day period allotted to defendants to remove state court civil actions to federal courts, may begin to run before the formal receipt of process by that defendant.
Sustainable development: Gaining a competitive advantage By Dixie Lee Laswell Corporate Law Departments, October 1999 Sustainable development is a very broad concept affecting most aspects of our lives. Sustainable development was first defined by the Brantland Commission's "Our Common Future," which was a report of the World Commission on Environment and Development in 1987.
U.S. Supreme Court resolves issue in federal removal case By Michael Todd Scott Corporate Law Departments, October 1999 In Ruhrgas v. Marathon Oil Co., (May 17, 1998), the Supreme Court addressed the issue of whether subject-matter jurisdiction must be decided before personal jurisdiction in removal cases.
“Alternate liability,” “enterprise liability” and “market share liability”: A products liability review By Michael Todd Scott Corporate Law Departments, June 1999 The purpose of this article is to provide corporate counsel an overview of three theories used to impose liability upon manufacturers of a defective product when the plaintiff cannot prove the exact identity of the manufacturer of the individual product which caused the plaintiff's injury.
Backlog at Illinois Secretary of State’s Office Corporate Law Departments, June 1999 The backlog in obtaining services from the Illinois Secretary of State's Business Services LLC/LLP Division will continue for at least the next several months.
Corporate Law Departments Section announces new pro bono project to help needy persons denied food stamps Corporate Law Departments, June 1999 The fact that emergency food networks served more than 25.7 million people last year demonstrates the continuing problem of hunger in the United States. The Food Stamp Program is a federally funded program which provides persons in poverty the opportunity to obtain a regular and nutritious diet.
Illinois lawyer employees: Ask not for whom the wrongful discharge bell tolls; it tolls for thee By Jeffrey D. Lester Corporate Law Departments, June 1999 As has been the case for a number of years in Illinois, in-house employee counsel of private businesses are fully subject to being "wrongfully discharged" from their employment, no matter what the reason for the discharge.
Subject index to substantive articles in Volume 36 of The Corporate Lawyer Corporate Law Departments, June 1999   Supreme Court Rules in COBRA Case Involving Dual Coverage By: Kathleen S. Rosenow, No. 1
Keys to a reliable software escrow agreement By Michael Amiri Corporate Law Departments, April 1999 Perhaps one of the most admired industries in the world is that of computer software. 
Piercing the corporate veil By Brent H. Gwillim Business and Securities Law, March 1999 A recent Fifth District case provides an interesting set of facts and a good analysis of the current methods by which a court will consider piercing the corporate veil.
Are your documents protected by the work product doctrine? By Michael Todd Scott Corporate Law Departments, February 1999 Most large corporations face litigation in many different jurisdictions. As a result, those corporations may have documents which are work product in a case in one jurisdiction which are at issue in another jurisdiction in subsequent litigation

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