2008 Articles

Corporate governance checklist for small businesses December 2008 1.Is the corporation keeping minutes of meetings documenting rationales behind transactions occurring outside of the day-to-day management (i.e. salaries, money transfers, dividends, loans and loan repayments, equipment or land purchases or leases, etc.)?

Editor’s note By James S. Peters September 2008 With the greatest respect for the work of my predecessor as newsletter editor, Mr. William T. Kaplan, I have agreed to take the responsibility of this position.

Encouraging good corporate governance By Jacob Frost December 2008 Aside from drafting Subscription Agreements, Articles of Incorporation, and By-Laws, there is more to advising corporate clients, and particularly small or closely held corporations, with regard to their compliance with corporate formalities.

The Illinois Legislature overcorrected Section 12.56(f) of the Illinois Business Corporation Act’s forced buy-out provision for close corporations By Lynn A. Ellenberger February 2008 In 2005, a little-noticed amendment to the Illinois Business Corporation Act dramatically weakened the election remedy set out in 805 ILCS 5/12.56(f), preventing a shareholder of a closely held corporation, sued in a derivative lawsuit, from forcing a buy-out of plaintiff’s shares.

Nondisclosure agreements: A discussion with useful examples By Eugene F. Friedman, J.D.,Ph.D. September 2008 Nondisclosure agreements find use in a wide variety of situations including employment, business sales, joint ventures, and other cooperative efforts.

Supreme Court summaries By Gina Matthiesen December 2008 A.J. Carlson, Inc. (Carlson), a metalworking corporation, had construction contracts with three governmental entities, which required Carlson to obtain performance bonds.

The Counselor

2008 Articles