The formal board vs. the advisory boardBy Charles W. MurdockBusiness and Securities Law, May 2001Many family businesses in recent years have recognized the value of having some sort of deliberative peer body to provide advice and guidance to management. In some companies that body takes the form of a legal board of directors--with a majority of independent outsiders chosen for their business experience and expertise.
From the editorBusiness and Securities Law, May 2001This edition of the newsletter has several interesting articles, including an article by Steven Kowal that outlines some of the issues to review with clients before they are surprised by an unannounced interview by a government official.
BusinessLaw Flash Points℠By Donna J. CunninghamBusiness and Securities Law, April 2001Despite the controversy, and while we were looking the other way, President Clinton has adopted OSHA's Final Rule requiring businesses to deal with the repetitive stress and other ergonomic injuries of their workers.
From the editorBusiness and Securities Law, April 2001This edition of the newsletter has several interesting articles, including an update on this year's changes to the Illinois Securities Law from David Finnigan and Cheryl Goss Weiss, both of whom are senior counsel with the Illinois Department of Securities.
Legislative updateBy David Finnigan & Cheryl Goss WeissBusiness and Securities Law, April 2001On January 1, 2001, the following amendments to the Illinois Securities Law of 1953 become effective.
Offshore trust upheld by Second CircuitBy Howard Z. GopmanBusiness and Securities Law, April 2001In Securities Exchange Commission v. Brennen, Docket No. 00-6128, decided on October 26, 2000, by the Second Circuit Court of Appeals, the court interpreted the automatic stay provisions of the bankruptcy code to protect an offshore asset protection trust.
Recent developments affecting subchapter S corporationsBy Gene A. PetersenBusiness and Securities Law, April 2001An S corporation may permissibly own any portion of the stock of another corporation (with few exceptions), and if such other corporation is wholly-owned by the S corporation the S corporation may elect to treat it as a division of the S corporation.
Structuring a businessorganization to reduce exposure to self-employment tax incidenceBy William AlexanderBusiness and Securities Law, April 2001So long as it is possible to structure payments as due to the organization in general, and not to the organization as fees for work that must be performed by an investor individually, use of a corporation with subchapter S election, rather than a limited liability company, would appear to minimize self-employment tax, while retaining pass-through tax treatment (no entity level tax would apply.)
HIPAA: changing health care operations as we know itBy Robert S. Spadoni & Ryan D. MeadeBusiness and Securities Law, January 2001The Health Insurance Portability and Accountability Act of 1996 ("HIPAA") continues to loom large in its impact on the health care industry.
BusinessLaw Flash Points℠By Donna J. CunninghamBusiness and Securities Law, October 2000The U.S. Supreme Court has launched its own website, which contains court decisions, the court schedule and calendar, rules, bar admission forms, weekly orders granting and denying new appeals, and news releases.
BusinessLaw Flash Points℠By Donna J. CunninghamBusiness and Securities Law, June 2000Author's note: Lots going on this month, so this will be a longer than usual newsletter. However, many of this month's cases have not yet been posted. If a link does not work, try again later.
Case law updateBy David E. DoyleBusiness and Securities Law, June 2000In Aste v. Metropolitan Life Insurance Company, MetLife Securities, Inc. and Anthony M. Williams, Docket No. 1-99-2574 (First District, March 28, 2000), the First District Illinois Appellate Court handed down a decision that may cause brokerage firms to examine the validity of the arbitration clauses in their customer contracts.
Seventh Circuit applies Illinois Survival Statute to bar shareholders’ claimsBy Donna J. RolfBusiness and Securities Law, June 2000A recent Seventh Circuit case involves the Illinois Survival Statute and the issues a court will examine when analyzing claims brought more than five years after the dissolution of a corporation.
SCOR amendmentsBy James J. MoylanBusiness and Securities Law, April 2000The North American Securities Administration Association, Inc. ("NASAA") recently issued revisions to the Small Company Offering Registration ("SCOR") Form U-7 and the related SCOR Issuer's Manual. (Adopted, September 28, 1999).
Introduction to this special issueBusiness and Securities Law, October 1999This special Y2K issue is directed to the business lawyer, but contains articles that can be mailed to business clients
Confidentiality agreements for a corporate acquisitionBy Thomas N. JersildBusiness and Securities Law, June 1999An agreement of this kind might be used by a potential seller (or its agent) when providing financial and other proprietary information to a prospective buyer.
Council newsBusiness and Securities Law, June 1999James J. Moylan, chair of the Corporation, Securities and Business Law Section Council was one of the participants at the ISBA Chicago Access Cable television presentation held in April on security laws.
OECD Convention on Combating Bribery and new amendments to Foreign Corrupt Practices ActBy Arthur L. GeorgeBusiness and Securities Law, June 1999In November 1998, President Clinton signed into law amendments to the U.S. Foreign Corrupt Practices Act ("FCPA") implementing the requirements of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (the "Convention").
Individual held personally liable for corporation’s failing to comply with statutory formalitiesBy Loren R. Stone & A. Jay GoldsteinBusiness and Securities Law, May 1999In a recent decision, the Illinois Appellate Court has held that a corporation's failure to comply with filing requirements of the Business Corporation Act regarding the adoption and use of assumed names, will subject an individual to personal liability for breach of contract.
Purchase of assets—The duty to WARNBy Rob SeigelBusiness and Securities Law, May 1999Frequently, when one corporation contracts to purchase the assets of another, the purchaser has no intention of continuing to operate the seller's business as an ongoing concern.
Staying out of trouble with the SEC: Tips for the brokerage firmBy Dexter B. JohnsonBusiness and Securities Law, March 1999Over four years ago, the Securities Exchange Commission ("SEC") caused considerable consternation within the management ranks of some of the nation's largest brokerage firms when, through a series of high profile cases, it began to dramatically increase the number of administrative actions and sanctions against brokerage firm supervisors and managers.